Penny Brown: Guardian of the Earth
by sonicking2004
Summary: Penny had always known that she was different. How many other girls secretly spend their time helping their famous uncle foil the plans of an international crime syndicate? However, when she goes along with her uncle to Tokyo, Japan in order end M.A.D.'s latest scheme, Penny will learn just how different she really is, and nothing will ever be the same.
1. 1) New Assignment

**New Assignment**

As Penny ran through the halls of the palace, hitching up the folds of the dress so she didn't accidentally step on the hem and trip herself, she silently cursed herself for allowing herself to be dressed in this thing to begin with. It was true that she only had only allowed her friend to dress her up in this in order to make her smile, and Penny had to admit that she had found it to be rather fun, but now she found this dress to be acting like an anchor that was keeping her from performing the job that she'd been brought up here in the first place to do: namely protecting that same friend from those who have now come to harm her.

As she rounded the corner, Penny spotted them through the doors that led out onto the balcony: her friend was currently standing beside the prince who had captured her heart (and whose banishment from the kingdom had caused the tears that led to this game of dress-up), and together they were confronting the leader of the invaders who were currently decimating the kingdom. As this self-styled Queen casually exerted her power to drag the prince through the air towards her, and her friend leapt through the air on determination to not let her love be taken away, Penny picked up the pace. She might be able to fight as well as she could run in this thing, but she was determined that no harm would come to her friend no matter what, even if she could only serve as a human shield.

Before Penny could get close enough to the doors to clearly hear what was going on, an explosion rocked the palace and one of the massive pillars fell and knocked her down, pinning her legs beneath its weight. Though the pain was intense, Penny still tried to free herself from under the pillar. But its weight was too great for her alone to move, so she was forced to watch as the witch used her power to kill both the prince and her best friend. Her eyes swimming with tears that stemmed more from the pain in her heart than that of her body, Penny cried out in broken-hearted despair, "Princess Serenity!"

* * *

Penny sat bolt upright in her bed, breathing hard as she dabbed at the tears that were still wet on her cheeks. She sat there in stunned surprise for a moment, both at how real that dream felt and in the belief that this was not the first time she'd had that dream. Even though she could not remember the details of it before now, Penny was certain that the last time she had this dream was when she was a little more than 8 years old.

"Penny?" she heard her uncle call through the door after he knocked, "Are you alright in there?"

"Yes, I'm fine," Penny answered him, "Just a bad dream."

"Are you sure?" her uncle asked in concern, "What was it about?"

As Penny started to answer, she felt the details of the dream fading away just as quickly as they did before, leaving only the heartache behind. "I don't remember," Penny answered truthfully, "but I'm fine."

"Okay, but remember that you have school in the morning," her uncle told her, "so please try to go back to sleep."

"I will," Penny assured him, "Good night, Uncle Gadget."

"Good night, Penny," she heard her uncle say before he walked back down the hall.

As she settled back into her bed, Penny's mid reeled with questions: Why did these dreams feel real, as if they were more than mere dreams? How come was she never able to remember them mere moments after she was awake? Why had she had this dream again now, nearly 10 years after the last time she'd had it? With a sigh, Penny promised herself that someday soon she was going to invent a gadget that would allow her to record these dreams of hers. Perhaps by examining it by the light of day she would be able to solve the mystery of her aching heart.

* * *

_Meanwhile, in the devastated zone known as the Negaverse…_

There is virtually nothing here: no sound, no natural light, absolutely no signs of life anywhere. The only movement here is the drifting of random debris. If anyone who was here before this devastation took place were asked, then they would tell you that the way it is now is a vast improvement, much less creepy. Of course it's still creepy now, but at least now the air isn't filled with the howls of various beasts and monstrous warriors competing for the attentions of their insidious queen, who ruled this dimension from her hideous castle.

And then there is movement, as particles smaller than the finest grain of sand flow from the furthest corners of this dimension to one central location. Eventually these swirling particles take on the shape of a woman, then the static filled appearance of one. Then this woman throws her head back and howls her rage and frustration. _Blast that accursed moon princess and her prince! _ the thoughts rage in her head, fury robbing her voice of any sound other than animalistic howls, _Blast those abominable Sailor Scouts! I was so close to realizing my ambition of ruling all of the realms, and then they come along and ruin everything! Now I'm left with nothing: no army, no castle, even my own body is gone! _

She then directs her attention to where she can see the planet Earth. She scowls at it as she aims her palm in that direction, but a moment later she clenches that hand into a fist. _Too much of my essence is still scattered!_ she thinks in frustration, _I don't even have enough energy to perform a simple transformation spell! I must find a way to gather more of myself together if I'm to have any chance of exacting my revenge on Princess Serenity and her Scouts, but I have neither the means nor the manpower. Who would be evil enough to fulfill my requirements? _As she watches the blue orb spin, the woman's scowl slowly melts into a thoughtful, malicious smile. _Yes,_ the woman thinks with a hint of delight, _they may serve quite nicely. _ Then the woman vanishes, leaving the realm as barren and lifeless as before.

* * *

_At a castle in an undisclosed location…_

"Curse that Inspector Gadget! Curse him!" Dr. Claw shouted as he ponded his desk, startling M.A.D. Cat to where he leaped into the air and screeched, "No matter how meticulously I plan, Gadget always foils it! I set the most foolproof traps, yet he always escapes unharmed! How can one man best my entire criminal organization, particularly a buffoon like Gadget!"

"Temper, temper," Dr. Claw hears a female voice chide him, "You'll never beat anyone if you lose your cool like that."

"Who said that?" Dr. Claw said as he looked around his office, "Show yourself!"

"Why, I'm right here," the voice said again as the image of a woman appeared on his monitor. She appeared to be rather beautiful, with her fair skin and her flowing red hair, but there was a harshness to her beauty, a cruel set to her eyes. She looked like the kind of woman who would lure a songbird into the palm of her hand only to twist off its head and feed it to his cat. In other words, she was Claw's kind of woman. "And as I was saying, the party who generally wins any kind of conflict is the one who can remain calm and collected no matter how dire the situation can end up being for them. Believe me, I know how hard it can be to not blow your top when the one who messes up your plans has less sense than that which was granted a goldfish. It was due to my losing my head that I ended up in this state."

"Really, and who might you be?" Dr. Claw said with an air of intrigue.

"My name is Queen Beryl," the woman introduced herself, "Ruler of the Negaverse, destroyer of the Moon Kingdom, and future conqueror of the planet Earth. And you, from what I understand, are Dr. Claw, leader of the criminal organization M.A.D. who also seeks to force the world into submission. If we work together, then we can take care of the thorns in our mutual sides and finally realize our ambitions!"

"I see," Dr. Claw said, "But even though I find it somewhat impressive that you managed to hack my terminal, I fail to see what it is that you can do for me."

Queen Beryl smiled a cruel smile, then, to Dr. Claw's amazement, she reached outside the screen and began to pull herself out of his monitor, emerging as a static filled hologram. Then, once most of her torso had emerged, she turned away from Dr. Claw and formed a small fireball in the palm of her hand and threw it. M.A.D. Cat, who was not about to be used as a living target, screeched and dashed out of the way just before the fireball burned a neat hole just where he was moments ago.

"Most of my essence was scattered during my last battle with Princess Serenity. That was what I can do with a mere 3% of my abilities intact," Beryl explained, "I had determined that most of my remaining essence had trickled through here, to Earth. With the technology and manpower your organization possesses, we can gather even more of my essence, restoring my ability to grant you power that you had never before dreamed of. When I have enough of my strength returned to me we'll be unstoppable! No more Moon Princess, no more Gadget, the world will be ours!"

Dr. Claw chuckled as he said, "Beryl, you truly are a Queen after my cold, black heart!" Then they joined together in wicked laughter.

* * *

_The next morning, at Metro City High School…_

"Kenny," Penny sighed as she spoke with exasperation to the big oaf blocking her way into the school, "would you get out of the way already?"

"Why should I?" the musclebound 19 year old sneered as he crossed his arms in front of his chest.

Penny sighed again at his predictable answer. Being the smartest kid in her school had frequently made her the target for bullies like Kenny, but compared to the goons that worked for Dr. Claw that she always secretly helped her Uncle Gadget defeat, people like Kenny ended up only being an annoyance. Of course she could have skipped several grades and ended up in college by now, but Penny wanted to be around other kids her age, she wanted to make a friend she could relate things to. However, with this being her senior year in high school, the likelihood of her finding a friend now was slim to none. Instead, she has to put up with doofuses like Kenny making fun of her due to how smart she was.

"Because," Penny said slowly, hoping that doing so will allow his limited intellect to take it in, "I'm going to be late to class, and if you keep blocking my way so will you."

"Pfft, like I care!" Kenny said as he waved away her argument, "You may think you're some sort of big shot just because your uncle is the famous Inspector Gadget, but to me you're just another geek. It's not like you're the one who puts away the bad guys!"

Penny chuckled inwardly as she thought, _If only you knew._ The truth was that nobody, not Dr. Claw, not Chief Quimby, not even her Uncle Gadget knew that it was through the extensive help of Brain and herself that Uncle Gadget not only survived but also solved his cases. Without her help, Uncle Gadget might have perished on his first case that involved Dr. Claw, then Penny might truly be an orphan. Of course Penny loved her uncle enough to allow him and everyone else believe that he alone was responsible for stopping M.A.D. every time, so she was not about to let someone like Kenny goad her into blowing that secret now.

"You're right," Penny said instead, "Uncle Gadget is a true hero, but I don't need his help to kick your butt. So, if you'll excuse me…" Then, before he could react, she shoved her way past him and entered the school, hearing Kenny mutter "Whatever" as he turned to follow her inside.

* * *

As Penny sat and listened to her teacher during world history, Penny could not help but notice that several of the popular girls were wearing the same hair style as she herself wore today. In fact, Penny had chosen this particular hair style anticipating that it would be in fashion now. As usual, however, it refused to draw any attention to herself beyond the occasional point and snicker.

In fact, nothing she had tried ever worked to establish friendly relations towards her. She had even tried to deliberately get just enough answers wrong on test to avoid getting 100% and making her appear not as smart. And while that tactic had indeed gotten the teachers to stop pestering her to move on to the next grade, the students were not as easily fooled.

Resigning herself to the likelihood of her senior year being just as lonely as the others, Penny opened up her notebook to "take" notes. It was not as if she actually needed to write down what the teacher was saying, as she knew the material by heart anyway. Of course neither was her "notebook" really an notebook, nor the "pen" merely a pen. The pen not only doubled as a stylus, but also had several other features that came in handy from time to time, such as a plasma cutter capable of cutting through six inches of solid steel within seconds. As for her notebook, it was actually her secret and super powerful portable computer with touchscreen capabilities.

In the beginning, when she was first helping out her uncle with his cases, she hid the computer inside a book that she carried around with her everywhere. However, as she got older and moved onto Junior High then High School, she upgraded the technology and disguised it as a notebook so as to be less conspicuous. She even designed it to have several tearaway "pages" that would permanently show the notes displayed at the time to aid in the disguise, although she had never been put in a position to utilize that feature.

As she continued to pretend to take notes, her notebook unexpectedly shifted into computer mode. Surprised by this action, as she was certain that she hadn't entered the sequence to cause the change, Penny angled the notebook so that the others couldn't see so she could change it back. As she prepared to start the sequence with her stylus, however, a brilliant light shone from the "screen" into her face.

As she blinked, Penny found herself no longer in the classroom, but instead she appeared to be standing on the surface of the moon. Additionally, she seemed to be all alone save for one other person. Dressed in an elegant white gown, this beautiful woman had her long silver hair done in two loose-hanging ponytails on either side of her head with a good length of it bunched up in spherical formations where the tails began on her head. Most curious about this woman was the strange appearance of a crescent moon marking on her forehead.

"Who are you?" Penny asked her in confusion, "I….I know you, don't I?"

"Yes," the woman replied with a kind smile, "Long ago we knew each other quite well. To me you were like a second daughter, and to my daughter you were a loyal protector, a sister, and a best friend."

The woman's words caused memories to stir of dreams that Penny had then forgotten. Shaking her head to clear it, she asked, "What is this place? How had I come to be here?"

"I'm sure that you have many questions, and the answers will all come in due time," the woman said in a soothing tone, "Suffice it to say that we are currently inside your mind, and I've appeared to you here in order to warn you of a danger that now threatens everything we both care about."

"We're inside my head?" Penny asked her, "Am I dreaming?"

"You are quite awake, my dear. Now listen," the woman responded, "The danger I speak of is an evil woman by the name of Queen Beryl. A few years ago she was defeated by my daughter and her friends, preventing her from destroying the earth the way she had my own kingdom. Now she is threatening to rise again, and she is conspiring with your uncle's arch-nemesis to become even stronger than ever."

"You mean Dr. Claw?" Penny asked in shock.

The woman nodded as she continued, "Your uncle is getting the mission to investigate this as we speak. I know that in the past you have followed him in order to help him solve his cases. Although he may attempt to be considerate and let you remain here to finish your education in the place you grew up in, for the sake of everything we both care for you must accompany him once again, even though it'll mean moving away from everything you know."

Penny nodded even before the woman had finished speaking. Even if she had anything to leave behind here that she'd end up missing, Penny would never willingly allow her uncle to go into a dangerous situation without her to secretly watch his back. The woman smiled as the space around her grew ever brighter, saying, "Good luck, my dear Penny, for the time you will realize your destiny is fast approaching. The fate of your uncle, my daughter, and the entire Earth rests squarely in your hands."

Penny blinked, then she found herself back in the classroom, where her teacher Mr. Cotter was looking directly at her, saying, "Penny?"

Quickly tracing out the reset sequence with her stylus, Penny met his gaze and responded, "Yes, Mr. Cotter?"

Mr. Cotter walked over and laid Penny's notebook flat on the desk, revealing meticulously taken notes of the lecture he'd been conducting, and asked her, "I was asking if you could tell us when and where the Titanic had sank?"

"Of course," Penny answered, then recited without looking at her notes, "The RMS Titanic was a British passenger liner that sank in the North Atlantic Ocean in the early morning of 15 April, 1912 after colliding with an iceberg during her maiden voyage from Southampton, UK to New York City, US. The sinking of Titanic caused the deaths of more than 1,500 people in one of the deadliest peacetime maritime disasters in modern history. The RMS Titanic, the largest ship afloat at the time it entered service, was the second of three Olympic class ocean liners operated by the White Star Line, and was built by the Harland and Wolff shipyard in Belfast with Thomas Andrews as her naval architect. Andrews was among those lost in the sinking. On her maiden voyage, she carried 2,224 passengers and crew."

"Uh, thank you, Penny," Mr. Cotter said, suddenly uncomfortable, "That was rather….expansive." Then he continued his lecture as he walked away as he said, "Now many of those deaths could have been prevented…" But Penny wasn't focusing on him anymore, her mind dwelling upon what had just happened. Why did her notebook react that way? Just who was that woman? How did she know so much about her and her uncle? Did it all really happen, or was it some waking dream? And why did she get the feeling that her life was about to change forever?

* * *

As Inspector Gadget patrolled the park he whistled a tune cheerfully, absolutely content with the peace that existed in this place under his protective watch. When he passed a couple of boys playing catch near a park bench, Gadget heard a voice calling out in a whisper, "Psst! Gadget! Over here!"

Recognizing that voice, Gadget looked around and said, "Chief? Is that you? Where are you?"

"I'm right here!" Chief Quimby whispered as he lifted the flap of the trash can he was hiding inside, then he pushed out a sheet of paper as he continued, "Here's your new assignment."

Gadget took the sheet from the Chief, then he read aloud, " 'Dr. Claw suspected of setting up a new headquarters near Tokyo, Japan. Intelligence reports indicates he has a new ally he's working with on a new world domination plot. The mission is to investigate this conspiracy and stop it at any cost. Due to long term nature of assignment, temporary relocation of residence may be necessary. Caution: this message will self-destruct.' "

As he lowers the paper, Gadget scratches his head thoughtfully as he says, "I'd have to move? But Penny had just started her last year of High School, I couldn't disrupt her life like that. Hmm, maybe I can ask Mrs. Miller to watch her while I'm away. She wouldn't have to do much since the Gadget House is fully automated anyway." Gadget them began to crumble the note as she said, "Well you won't have to worry about a thing, Chief. I'm always on duty." Gadget then turned and tossed the note over his shoulder and bounced it off his shoe towards the trash can. In a panic, the Chief let go of the can's door and covered his head. As he did so, the swinging door struck the crumpled note, deflecting it off its course to land on the bench next to the can.

Realizing that the note did not make it inside the can he was hiding in, Chief Quimby breathed a sigh of relief, then began chanting in celebration. "Yes! At last I'm free! I'm free! I'm free!..."

Meanwhile, one of the boys who was playing catch went to retrieve the ball that he missed. As he picked it up from where it had rolled against the bench, the boy spotted the crumpled not in the bench. Shrugging his shoulders, the boy picks up the note and deposits it in the nearby trash can.

Inside the can, the Chief is still chanting, "…I'm free! I'm free!" when the note falls right into his hands, causing him to exclaim, "Oh no!" just before it explodes in his face. As the smoke clears, the Chief grouses, "I really hope it's a _looong_ assignment, I'm getting too old for this!"

* * *

After having parked her bicycle in front of the house, Penny had went to her room to work on her homework. This was another point that other kids had poked fun with her about: while she took her bike back and forth to school, other kids her age were driving cars. She didn't let this one bother her as much, though, for she liked using her bike (plus she had other, faster methods for getting around, but she didn't exactly go around advertising those.)

She had programmed the kitchen to have dinner prepared and ready to serve around 8:30, as that was the time her uncle usually returned home on most days when he was just out on standard patrol. So when she heard him open the front door a little after 7 Penny knew that something was up. Leaving her work on her desk, Penny went to greet her uncle with a hug and a peck on the cheek as she said nonchalantly, "Uncle Gadget, you're home early!"

Although this greeting seemed to please her uncle, Penny could tell by the expression on his face that he was gearing himself to tell her something important, something neither he nor she would necessarily like. "Yes, well, you see, Penny, I've just been given a huge assignment," Gadget explained to her after clearing his throat uncomfortably, "Dr. Claw is up to something big in Japan, and I've been ordered to go and investigate."

"Wow, really! That sounds exciting!" Penny said as she put just enough enthusiasm into her voice, "When do we go?"

"Well, Penny, that's the thing," her uncle said as she shuffled from foot to foot, "This mission could keep me away for a very long time, and you still have school and all…"

"You mean that you don't want me to come with you?" Penny asked, letting her disappointment show on her face and in her voice.

No, no, it's not that!" Gadget said quickly, backtracking, "It's just that I know how difficult the last year of school can be, and changing schools in the middle of it doesn't help…"

"Actually, school here has been way too easy for me here," Penny reasoned, "I could actually use a challenge, and I hear that the Japanese school system is really advanced. Besides, the school year had barely started here."

"But what about your friends here?" Gadget asked, "Won't you miss them?"

"I don't actually have any friends here. Guess I'm too smart or something," Penny told him, "Perhaps I might be able to make some friends this year if I come with you."

"But what about the language barrier?" Gadget asked her in concern.

"I can actually speak and understand Japanese fluently," Penny told her uncle in perfect Japanese, "I am also very good at reading and writing Kanji and Kana."

"Uh….yeah, whatever you just said," Gadget said hesitantly, scratching his head as if he didn't fully understand what his niece just told him.

"Don't worry about it, Uncle Gadget," Penny told him with a chuckle, "I can update your translation program later. Just please, please, please let me come with you? This could be my last chance before I go off to college to actually make a friend. Please?"

After another moment of Penny giving her uncle the Bambi eyes, Inspector Gadget sighs and smiles at her as he says, "Okay Penny, if it means that much to you then you can come along."

Penny squeals and hugs her uncle tightly as she says, "Thank you, Uncle Gadget, thank you so much!" Then she gives him a big kiss on the cheek before racing off to her room and saying, "I'm going to go pack!"

As soon as she got to her room, Penny shut the door and leaned against it, sighing in relief. She hated to play on her uncle's sympathies like that, but she knew from what that woman said that she had to go with her uncle on this assignment, and she would rather avoid having to flat out disobey him if she could prevent having him put his foot down on the matter. Penny imagined that her ploy had worked due to the fact that everything she had said was the truth. She DID crave a challenge in her education and she WOULD like to make a friend, those merely weren't her primary motivations for wanting to go.

First and foremost she had to keep her uncle safe. Additionally, she had to learn more about the connection she felt with the woman who had warned her about this assignment, a connection Penny believed was related to the dreams she could never quite remember, and she felt that all the answers was waiting for her on this trip. With purpose and determination widening her steps, Penny grabbed her bags and began to pack the things that she needed to.

* * *

"Okay, this is the last one Uncle Gadget!" Penny called out as she hauled the remaining luggage out to the Gadgetmobile. After setting the bag down behind it for her uncle, Penny turned around and took one last look at the house and the surrounding neighborhood, feeling a wave of nostalgia rise up in her. This was the place that she had grown up in with her Uncle Gadget, the safe haven that they had returned to after each of the missions her uncle didn't know they'd shared. This was the place where they'd laughed together, cried together, shared countless meals and meaningful talks together. Penny realized that even if they came back after her uncle's latest mission, it would not likely be until after she was ready to move out, so this would be the last time she could call this place her home.

"Penny?" Her uncle said as he placed a hand gently on her shoulder, noticing the tear welling up in the corner of her eye, "Are you all right?"

"I'm fine, Uncle Gadget," Penny said truthfully, "Just saying goodbye to the old neighborhood."

"If you've changed your mind I can still call Mrs. Miller, have her keep an eye on you while I'm away," her uncle offered kindly.

"No, that's okay," Penny said brightly as she wiped the tear away, turning towards him and offering up a determined smile, "I'm ready to do this."

"If you're sure?" Uncle Gadget asked her, to which Penny nodded and headed over to the passenger door, followed by Gadget entering the driver side door. As he sat down and fastened his seat belt, Gadget said, "Safety belt on?"

Penny, already seated and buckled in, finished adjusting her belt and said, "Ready!" Gadget then turned in his seat and aimed a keychain fob back at the Gadget House as he pressed a button. Instantly, the house began folding in on itself, becoming smaller and smaller until it was about the size of a moderately-sized trailer. Then it rolled forward and hooked onto the Gadgetmobile's trailer hitch and further secured itself with several mooring lines. Finally, Uncle Gadget turned back around and shifted the Gadgetmobile into flight mode, to which the Gadget House followed suit. As they drove down the driveway and took off into the skies over Metro City, Uncle Gadget called out, "And we're off! Next stop, Tokyo, Japan!"


	2. 2) New Beginning

**New Beginnings**

Once they had got the Gadget house settled into its new location and unloaded the luggage from the Gadgetmobile, Uncle Gadget had offered to drive Penny to her first day of school, but Penny gently declined. She was going to have enough trouble fitting in being the only American in a Japanese school, she didn't want the first impression she made that of her uncle driving her there when most other kids here walked or rode bikes. Besides, this was an entirely new experience for her, and she wanted to take the time to fully enjoy it before she threw herself into the danger of helping her uncle uncover what M.A.D. was up to this time.

As she walked by one residence, Penny was distracted by the sound of a little girl squabbling with a girl that sounded somewhat older. Looking over, she saw a little girl who was maybe 10 or 12 years old with bubblegum pink hair (surely that wasn't her natural color) who was arguing with a blond girl (likely her sister due to the similarity of their appearances) that was closer to Penny's own age.

"But that's not fair!" the little girl was complaining, "I wanna go to school with you! Why can't I?"

"Because you are a little kid, so you have to go to grade school and learn little kid stuff," the older blond explained to her, though to Penny it sounded as if she was talking down to her, "Whereas I'm an older kid, so I need to go to high school to learn older, more mature kid stuff."

"Yeah, but with the grades you bring home I'm surprised that they don't send you _back_ to grade school," the little girl countered teasingly, "and if you're so much more mature why don't you ever act like it?"

'Why you little…!" the blond girl screams out before she makes a face at the little sister by pulling down her lower eyelid while sticking out her tongue at her, which the little sister does right back at her.

Penny stares at them dumbfounded. _Are they serious?_ Penny thinks in disbelief, _I thought that the notion of the "ditzy blond" was entirely a "western" concept, but this girl takes it to an entirely new level!_ As she watches the exchange between the two, however, a warm feeling spreads through Penny's heart as she thinks, _Still, it must be nice to have a little sister like that. Even though they're fighting now, it couldn't be clearer that little girl loves her older sister, from both how she mimics her mannerisms to the way she tries to copy her hairstyle, with the twin ponytails topped by the two bun-shaped hair formations….wait, that hair style, it almost looks like…_

"Oh no! I'm going to be late!" Penny heard the older girl exclaim, shaking her out of her reverie in time to see the blond sprint away from the front door…

…straight into Penny.

"Owww!" Penny complained as she rubbed her head, having been driven onto her backside by the collision. _Man, for being such an airhead that girl has a skull like a rock!_ Penny thought to herself.

"Serena, you klutz! What are you trying to do, give that poor girl a concussion?" the little girl chided her sister.

"Oh my goodness, I'm so sorry!" Serena said quickly as she stood back up and reached down to help Penny up as well, "I was in a rush and wasn't watching where I was going."

"No, it was my fault. I must be the one to apologize," Penny replied with a respectful bow after having dusted herself off, "I am new around here and was on my way to my first day of classes, and was passing by when I couldn't help but overhear your conversation. I meant no disrespect, my apologies."

Both Serena and the little girl shared a concerned glance before Serena asked, "Uh, how much did you overhear?"

"Only that your sister wanted to go to school with you, and you explained that she had to go to grade school instead," Penny said simply.

"Oh, that," Serena said in a relieved tone, "Rini's not my sister, she's actually my da….cousin who just happens to be staying with us."

_Cousin? But I could have sworn that their relationship was closer than that_, Penny thought_, but then again Uncle Gadget isn't exactly my dad, but I feel as close to him as I would imagine I would've my own father if I had ever known him._ Penny then turned and bowed to Rini and said, "Well it was very nice to meet you, Rini."

"Nice to meet you too!" Rini replied with a huge smile and a curtsy, then she said in a teasing tone to Serena, "Wow, you nearly cave her head in with your bun-head melon and she's still polite? You could take some lessons from her, Serena!"

Serena briefly clenched her fist and growled at Rini before regaining her composure and turning back towards Penny with a smile and a chuckle. Attempting to change the subject, Serena said, "So, first day here, huh? Where is it you're going to school….uh, what was your name again?"

"Penny," Penny introduced herself with a bow, "Penny Brown, and I'm starting at Juuban Municipal High School today."

"That's my school!" Serena said excitedly, "My science teacher, Mr. Wataru, is one of the nicest teachers I ever had. So what brings you here to Tokyo?"

"My uncle, actually," Penny answered. She wasn't sure how much she should tell this stranger, who all the same seemed very familiar to her, but she figured it wouldn't hurt anything if she kept it simple and obscure. "My uncle is kind of a detective you see," Penny explained, "and he came here on assignment…"

"Ahhhgh!" Serena screamed as she looked at her wristwatch, then she grabbed Penny by the wrist as she yelled, "We are so late! We better go! Bye, Rini!"

_Tardy on the first day? _Penny groaned to herself, _And being dragged around by what must be the school's biggest ditz to boot too. Maybe I should have accepted Uncle Gadget's offer to drive me to school today, as I'm sure that would have made a better first impression than this!_

* * *

_At the location of M.A.D.'s new headquarters…_

Queen Beryl looks down at her arms, which while they still look like those of a staticy hologram, they are no longer as translucent.

"Yes, I feel much stronger now," Beryl commented as she clenched and unclenched her hands, "your people are remarkably efficient and well organized. I still have a long way before I can reach my full power, but I feel I am strong enough to engage in a little test."

"That's good to hear, Queen Beryl," Dr. Claw said while stroking M.A.D. Cat, "I'd hate to think that I've went through all this expense and effort for nothing."

Beryl glares at Dr. Claw for a moment, then her face clears as she says, "Of course, I completely understand how you feel. I too would hate to have my efforts wasted were our positions reversed. Now, for the test I had in mind I would need you to have some of your men to lead this Inspector Gadget on a wild goose chase. Keep him out of the way for a few hours."

"Why simply keep him busy?" Dr. Claw asked Beryl irritably, "Why don't we just eliminate him?"

"Because from what I understand based on what you tell me, your Inspector Gadget is merely a buffoon who manages to get lucky in escaping the attempts on his life," Queen Beryl explains, "While my princess is also mentally deficient, the people with her are not and they would not as easily fall for such a diversionary tactic. Not to mention that this Gadget only has his gadgets, which I feel that I can easily overcome with my powers even in my diminished capacity. The Princess and her court, on the other hand, have power which had vanquished me at my peak, and since my defeat I believe that they have only gotten stronger. I intend to see how strong I can make one of your men at my current level, and compare that to how powerful the Scouts are now."

"And did you have someone in mind for this test of yours?" Dr. Claw asked thoughtfully as he tapped the fingers of his gauntleted hands together.

"I'll need someone who is deviously cunning and fast on his feet," Beryl declared, "Somebody who can pluck the wings off a fly in mid-flight and won't hesitate to do what it takes to obtain his target and bring it back here."

"I believe I know of just the man," Dr. Claw told her, then he touched a button on his com system and ordered, "Send in The Rat."

In response, the door to the office opens slightly just before a spindly man with slicked back hair quickly scurried around it, then he dashed back and forth across the width of the office in a twitchy manner before coming to stand before Dr. Claws desk and asking, "You sent for me, boss?"

"Indeed," Dr. Claw confirmed, then he turned back to Beryl and asked, will he meet your standards?"

Beryl rubbed her chin in contemplation before saying, "Yes, I do think that he can help me perform my test nicely." Then she directed a beam of energy at The Rat who began then to grow and mutate. His hands and feet changed into clawed paws. His outfit changed into a coat of bristling fur. His face became elongated and more rat-like. In no time at all stood a 6' 5" bipedal rat who was only vaguely recognizable as the 5' 8" man he once was.

* * *

Back in Tokyo…

Penny and Serena, both panting and out of breath, bowed low before the male teacher in front of them as he pinched the bridge of his nose and said, "Late again? Serena Tsukino, what am I going to do with you?"

"I'm really sorry, Mr. Wataru!" Serena apologized profusely.

"It's actually all my fault, Mr. Wataru," Penny countered, deciding that she needed to salvage this situation. The last thing that she needed was to be kicked out of class on the first day and convince her uncle that she would be better off back home in Metro City. "The map that was included in my admittance papers had gotten caught by the wind and I wound up getting lost trying to chase it down. Miss Tsukino came across me while I was searching for it and, after determining that we went to the same school, kindly agreed to show me the way. I most humbly apologize for my tardiness and assure you it won't happen again."

"Ah," Mr. Wataru focused on Penny and asked, "And you would be?"

"Penny Brown, sir," Penny answered, still bowing respectfully.

"Ah, yes. The transfer student from America, correct?" Mr. Wataru asked her, to which Penny nodded. "You should know your admittance test scores were among the highest I'd ever seen, rivaling even those of our own Miss Mizuno."

Serena, who in her surprise forgot that she was supposed to be apologizing, looked back and forth between Penny and Mt. Wataru as she asked, "Really?"

Mr. Wataru nodded as he continued saying to Penny, "Now you should know, Miss Brown, that we do not tolerate Tardiness here, as Serena here knows all too well, and under normal circumstances I would have the both of you wait out in the hall until class is over. However, since this is only your first day, and you had admitted responsibility so quickly rather than allowing me to continue blaming Serena here, I've decided to let it slide this one time."

"Thank you, sir," Penny said as she bowed lower, "I promise that this will not happen again."

"Very good," Mr. Wataru said as he smiled at her acquiescence, "You can pick up a new map from the office after class is over. I imagine you won't need one to find your seat?"

"I'll be fine, sir. Thank you," Penny answered graciously, then she turned and sat in one of the only remaining open desks, with Serena taking one right beside her.

"So, you're a smartie, huh?" Serena says in a conspiratorial whisper to Penny, causing her to groan and bury her face in her hands. She had wished that Serena and the others would have not heard clearly the teacher's comments about her entrance scores, or at the least Serena's relief that she was not going to be punished for being late would have overshadowed it. Apparently neither one was the case here. "Don't worry about it!" Serena assured her while patting her on the back, "That girl he mentioned, Amy, she's one of the smartest people I know, maybe even smarter than you, and yet she's one of my best friends. I think that you'll fit right in here too."

Penny couldn't figure this girl out, was she trying to be friendly, merely being courteous, or was this some Japanese code saying "If you do my homework, I'll make sure you aren't entirely friendless"? Before she could decide whether or not she wanted to ask, one of the girls sitting behind Serena tapped her on the shoulder and asked, "So, was the reason you were late today because you were showing Penny here how to get to school, or did you pick another fight with Rini?"

Penny was somewhat surprised that this girl was friendly enough with Serena to know of the nature of her relationship with Rini. Personally, Penny found her somewhat intimidating. It wasn't as if she was mean looking or anything. In fact her face was rather pretty framed by her wavy brown hair tied up in a ponytail. Nor was she overtly muscular, as some of the girls she'd seen at Metro City High. And while she certainly appeared to be taller than all the girls in this room, that fact was noticeably diminished with her sitting down.

No, what made this girl intimidating was that she had almost an aura of toughness that surrounded her. It was as though you could tell just by looking at her that she was able to handle herself in a fight, that anybody who was foolish enough to start anything with her wouldn't be trying anything like that again for a good long while.

"I didn't pick the fight, Lita!" Serena protested, "Rini was insisting that she wanted to come to school with me and wouldn't accept that she has to go to school with kids her own age!"

"You understand that she was only wanting to come because how much she loves you and wants to be just like you," the blur haired girl behind Penny stated. Penny had no idea why someone would want to dye their hair blue (or pink, for that matter), but she figured that everyone has their thing, and Penny was no exception.

"I know, Amy" Serena replied, "I just don't know how to act around her sometimes, and the thing she says and does sometimes tends to irritate me, so…"

"All right, class," Mr. Wataru's voice calls out, cutting through the assorted conversations and prompting them into silence, "Pop quiz time!" This causes groans from many of the students in the room including Serena. Mr. Wataru then walking down the aisles, placing the stapled sheets of paper printed side down on the students' desks as he said, "Now there, there's no need for that. This test merely covers the things that we had went over in class since the start of the year. Those of you who had paid attention and retained the material shouldn't have much trouble. Those who had not," Mr. Wataru continued with a significant glance at Serena, "might find themselves struggling with it. Miss Brown , I know you had just started with us today, but I'd like you to participate in this quiz as well, as it'll help me gauge where you are with the syllabus and see what special arrangements would be needed to help you catch up. Now I know that I don't have to tell most of you, but for most of you who don't know or need reminding: you are to do this test in silence, then you will flip test back over when you are done, whereupon I will come and collect them. Any wandering eyes before your test is collected will constitute an instant fail, and any talking before all the tests are collected, even if you had already finished and had your test collected, will also constitute a failing grade on your test. You have thirty minutes, begin."

As she flipped the test over along with the rest of the class, Penny wasn't sure how well she would do on it. However, as her eyes scanned over the sheet Penny found that the answers were coming to her rather easy. Even though she felt that it was taking her a little longer than usual, owing that she was writing the answers in Japanese script rather than English, Penny soon had the test finished and flipped over before anyone else in the class, only hearing Amy behind her flip hers over a minute later.

After Mr. Wataru had picked up hers and Amy's test, a look of curiosity on his face, Penny finally allowed herself to look around the room. She saw that the other students still working on the tests were in varying degrees of distress, with Serena and the blond girl sitting next to her (the latter whom Penny could only describe as "glamorous"). When the teacher finally called time, the remaining students flipped their tests over, and Serena groaned (though whether from relief or despair Penny wasn't sure) as her test was collected.

As he finished grading the tests and arranged them in order to hand back out to the students, Mr. Wataru looked in surprise from the stack to Penny herself then back again before exclaiming, "Well now, this is certainly a surprise! It seems that we have a new top scorer today!" Then he strode over to her desk and placed the graded test upon it, telling her, "Congratulations, Miss Brown!" Penny picked it up and her eyes nearly popped out of her head: she had a 100% correct on it! With everything that happened today she had forgotten to deliberately fudge some of the answers! The silence that followed coupled with the stares that every student in the classroom was giving her made Penny want to shrivel up inside herself and disappear.

Serena looked over at Penny's paper and said to her, "Wow! Good job, Penny! That's really amazing!"

"I'm glad you agree, Serena," Mr. Wataru told her with a hint of mild amusement, "Perhaps you could talk to Miss Brown about possibly giving you some private tutoring sessions." Then he placed Serena's graded test on her desk. When Penny saw it her eyes bugged out again, though for a very different reason: Serena had only scored a 43%!

"Whaaa?" Serena exclaimed and looking as though she might burst into tears at any moment.

"I had only gotten a 97% score on this test," Amy said as she got her results, sounding as though she were genuinely disappointed over that fact.

" 'Only'!?" Serena exclaimed, apparently still in shock over her own grade.

Trying to get her mind (and hopefully the minds of others) off the fact that she had just outscored the local brainiac, Penny commented to Serena, "I guess Rini wasn't kidding about what she had said to you this morning."

"Really?" the blond girl next to Serena asked as she turned her full attention towards Penny, "What was it that little Rini said, exactly?"

"After Serena informed Rini that she wasn't old enough to attend high school, Rini countered by saying that she was surprised that they didn't send Serena back to grade school due to the grades she brings home," Penny answered.

This causes the blond girl to burst into laughter as she says through her tears, "Oh man! Rini nailed it!"

"Mina!" Serena exclaimed, her eyes swimming as the bell rang to dismiss class.

As the others students quickly vacated their seats, Serena and her three friends took their time in gathering their things together as Lita asked Penny, "So how did you guys _really_ meet, if you don't mind me asking?"

"I was on my way here to school when I overheard that portion of Serena and Rini's argument," Penny answered honestly, "Then, in her panic over get here on time, Serena blindly charged and ran me down."

Serena's three friends laugh at this as Mina tries wiping away her tears of laughter, saying, "That's our Serena!"

"You guys are so mean!" Serena wailed.

"Oh Serena, you know we love you!" Amy said she wiped away her tears of laughter, then she and the other two brought Serena into a group hug as she continued, "What do you say we treat you to your favorite desert at lunch today?"

"Okay," Serena sniffed as she got up with the others.

Just before they went out the door, Lita turned towards Penny and asked her, "Say, why don't you join us today?"

Penny, taken aback by the offer, asked uncertainly, "Me? You….want me to join you for lunch today?"

"Of course!" Amy responded with a smile, "We're friends now, aren't we?"

"We….we are?" Penny asked in stunned disbelief, her mind not quite processing what she was hearing.

"Of course!" Mina replied with certainty and a warm smile, giving Penny a thumbs up, "Anybody who would suffer through a head-on collision with Serena and still cover for her is alright in my book!"

"Okay then, sure!" Penny said with excitement, delighted at being included in this odd yet loving circle of friends. Perhaps today wasn't going to be such a disaster after all!

* * *

Meanwhile, Inspector Gadget is whistling tunefully up the street as a couple of M.A.D. agents watch him pass by from the shelter of an alley.

"He's here, Dr. Claw," one of them says into his handheld communicator.

"Excellent! Now remember the plan," Dr. Claw's voice responded, "you are to get Gadget's attention and lead him on a chase through town. Do not confront him directly, but do whatever else is necessary to keep him away from downtown."

"You got it, Boss!" The other one says before his partner puts away the communicator, then they both jump out of the alleyway as he calls out, "Hey Gadget!"

Inspector Gadget, hearing them behind him, turns around and says, "Huh?"

The two M.A.D. agents then make faces at him, rude noises, and wag their tongues at him while gesturing at the M.A.D. logos on their uniforms before darting back into the alley. Gadget then chases after them, calling out, "Stop in the name of the law!"

* * *

As Dr. Claw watches the chase from the monitor in his office, he comments, "Everything is proceeding as planned." He then looks up at The Rat and asks, "You remember what to do?"

"Sure Boss," The Rat said as his tail swished back and forth, "I go downtown and wait for the girl to show up, then I grab the girl and bring her back here."

"Exactly," Queen Beryl confirmed, "and remember: I want the girl alive! She doesn't need to be unharmed, but I want the privilege of finishing off the princess myself!"

"You got it," The Rat agreed, then he dashed off so fast that it appeared as though he had disappeared.

* * *

The rest of the day at school passed pleasantly enough and pretty much without incident. The lunch was fun and filled with small talk. Penny saw Serena down more desert than anybody her size really ought to as they shared things about themselves. Of course there was things that Penny couldn't tell them about, or at the very least felt that she shouldn't, but she did tell them that her uncle was a detective of sorts, noting with puzzled interest the odd look that passed between them when she told them about the time she visited the moon with her uncle.

There were a couple of kids who tried to pick on her either because of her intelligence or due to her being American, but after a single glare from either Lita or Mina (whichever one was with her in class at the time) those kids left Penny alone. Finally classes wrapped up for the day, and since school would be out tomorrow due to teacher conferences making it a 3 day weekend, the girls Penny over to the house of someone named Raye for a combination slumber party and study session. Penny told them that she'd have to ask her uncle for permission first. The main things that her Uncle Gadget cared for was her doing well in school and being happy, and this would serve both purposes. The main reason that she didn't accept right away was that she wanted to be sure that her uncle wouldn't be in a situation where she'd need to bail him out of a jam. As he was the only family she knew she had to keep him safe, even if he was clueless that she was actually doing so.

As Amy was handing Penny a number that she could call when she knew whether or not she was going to be able to come, suddenly all four girls reacted oddly to something at the same time. Ordinarily Penny would have thought it as nothing more than an unusual reaction similar to the one they'd shown when she was telling them about her trip to the moon earlier, or when Serena and Rini shared that look when she told them that she overheard their argument. However, Penny had felt something just then that sent a chill down her spine; a feeling of malevolence in the air that seemed somewhat familiar to her. As Penny took the number from Amy as if nothing was amiss, Amy said to Penny in a friendly tone she could swear sounded forced, "So give us a call when you know whether or not your uncle will let you come, and we'll meet at Raye's place at the Hikawa Shrine around 1 PM tomorrow. Okay?"

"Sounds good," Penny answered with a smile, though she thought her own voice sounded strained. As the others waved goodbye, Penny could tell that they were all in a hurry, although they were trying to not show it. Penny couldn't figure it out; one moment they were all nice and friendly and everything she imagined that a friend could be, then the next moment they acted as if they couldn't get away fast enough, their friendliness rather forced. She couldn't dismiss it at coincidence that the change came about when she sensed that dark feeling in the air. Could it be that those girls were M.A.D. agents? If so, then why would they go out of the way to act friendly towards her. The more she thought about it, the less anything made sense to her.

After what seemed to be an eternity of debating, but rather ended up only being a minute or two, Penny activated the secret communicator in her watch and said, "Follow them, Brain. I'll catch up to you when I can."

Penny saw Brain salute as he barked something before she went off in the direction she last saw Serena and the others headed.

* * *

By the time Penny had found where Serena and the others had got to (thanks largely to Brain's tracking abilities to find them, and the GPS homing beacon in Brain's collar to let Penny find him), she found herself in a rough part of town that not too many people would want to wander around by themselves, let alone when it was as late as it is now. Of course Penny had already tried calling her uncle earlier to keep him from worrying, but since she only got his voicemail she left a message saying that she was sightseeing with one of the students she met today.

This wasn't the first time she'd made up a story to cover for her extracurriculars (i.e. helping her uncle solve his cases without his knowledge) and she doubted that it would be the last, but as she watched Serena and the other girls meet up with Rini and another girl dressed in some sort of ceremonial robe that Penny had not met before, she wondered if they were really connected to whatever plot Dr. Claw was or if her imagination was simply running wild. Of course her instincts had always been good, as evidenced by all of the cases her uncle was credited for solving, but she had grown to like and trust these people, they didn't seem to be the M.A.D. henchmen type.

Penny reasoned that they were very likely out here on some stupid dare, but then why was little Rini out here with them? No matter what stupid stunt they had talked themselves into, there is nothing that justifies taking a little kid out to this kind of neighborhood at this time of night. Before Penny could decide whether to ask them why they were here, confront them about taking Rini out to this place, find out why her uncle didn't answer the phone when she'd called, or just write this whole night off and head on home, the girls all pulled out something and held it up in the air (compacts for Serina and Rini, stylized rods for the other girls) and called out one by one:

"Mars Crystal Power!"

"Mercury Crystal Power!"

"Venus Crystal Power!"

"Jupiter Crystal Power!"

"Moon Crisis Power!"

There was a bright flash of light then that caused Penny to flinch away. Once the light had died down Penny was able to look again, but what she saw had so surprised her she had to rub her eyes to make sure that she was seeing things clearly. Now they were all dressed in similar sailor style outfits. While Serena and the other girls Penny had went to school with had previously been wearing the sailor style school uniform to that Penny was wearing now, the outfits that they were all wearing now were different in a number of different ways. For one, the sailor outfits were all accented at the collar, the cuff of their elbow-length gloves, and skirt by a different ranging color ranging from pink to green and their footwear (knee-high boots for Serena, Rini, and Amy, heels for Mina and the new girl, and lace-up fighter style shoes for Lita) being the same color as their outfits. In addition, while the other girls wore a tiara that had a gemstone in the center that matched their outfit colors, the tiaras that Serena and Rini wore was accented by a crescent moon instead, and they were further set apart by wearing round red gemstones in their bun-like hair formations and feather-like gemstones in their hair.

While their wild change of outfits did surprise Penny, what had stunned her into disbelief was how quickly they had all changed. Even a team of stylists could not have changed their outfits in the brief time that Penny had looked away. The only way they could have performed such a quick wardrobe swap was if they had access to technology the rest of the world did not. And since her Uncle Gadget was (to his knowledge, anyway) a team of one, that left only one other avenue: M.A.D.

As soon as Penny had made that connection, it felt like a great weight were now crushing her and driving all the air from her lungs. Her new friends were not her friends at all but instead were agents of M.A.D.! Their kindness and promises of friendship were in fact all lies, quite possibly intended to lure her into a trap. This meant that either Dr. Claw had either finally figured out that she was behind all of her uncle's successes in foiling his plans, or he was intending to use her as bait to capture and eliminate her uncle. While she had been captured and placed inside deathtraps by M.A.D. agents a number of times over the years, Penny had never been prepared for how much the sting of this particular betrayal would hurt. She had not counted on how much she'd been craving a sense of friendship outside her own family until it had been so cruelly ripped from her, leaving her heart feeling as if it had been torn into shreds.

As she saw the others looking as though they were ready to do whatever they'd come out here to do, Penny determinedly wiped away her tears and steeled her heart, feeling grateful that she'd found out now instead of waiting until the trap had been sprung, for now she was going to get some answers so she can do what she'd flew halfway around the world for.

Before any of them could take a single step, Penny took aim with the laser emitter hidden inside her wristwatch and fired at the ground all around them, causing them to yelp and dance around as they tried to avoid the beams.

"Who's doing that?" Lita yelled determinedly into the night surrounding them, "Show yourselves!"

Ordinarily Penny wouldn't oblige such a request, but since she figured Dr. Claw already knew who she was now she figured there was no sense in remaining in the shadows any longer, and as she stepped out of the alley and into the light of the streetlamp Penny found a grim satisfaction in the look of surprise on their faces.

"Penny?" Serena asked her in shock, "What are you doing out here?"

"Funny, I feel that I should be asking you girls the same thing, " Penny responded humorlessly, keeping her wrist aimed at her, "except I get the feeling that whatever you're up to is no good."

Brain, who had apparently not been expecting Penny to confront them directly, caught up to her and stood by her side, growling at the girls before them. This causes the two cats with them to react in ways that are both predictable and completely unexpected; the black cat with the crescent moon on its forehead leaped back and screeched in a shocked female voice, yelling, "A dog!", while the white cat (who also had a crescent moon mark, leaped protectively in front of her, commanding in a masculine voice, "Stay back, Luna!"

"The cats talk," Penny said in a shocked voice, then she shook her head and glared at Serena and continued, "Of course the cats talk. I'm not sure why I'm surprised by anything about you girls anymore, but I must admit that's a new one. Don't know what Dr. Claw has to gain by giving animals the power of speech, except that maybe he feels that they'd be useful as spies or something."

"What are you talking about?" Amy asked her.

"Don't play coy Amy, if that's even your real name," Penny admonished her, feeling as if her eyes wanted to tear up again though she suppressed the urge, "The jig is up, I witness you all transform. You girls are all M.A.D. agents!"

"Huh?" the new girl said in confusion, although Mina's face showed a sense of vague recognition.

Penny took a shuddering breath before saying, "I must admit, you girls had me completely fooled, particularly the interaction between Serena and Rini. I'm not sure where Dr. Claw had found the midget, but her acting had be totally believing that she was truly her little sister of cousin or whatever."

Apparently something that Penny had said had upset Rini, for her face turned red as her cheeks puffed out. However, the recent events had Penny's nerves on a hair trigger, so when Rini took an indignant step forward Penny aimed and fired. The shots were only meant as a warning, so they would have all missed, but Serena dashed out to shield Rini, so Serena instead took several direct hits. Penny had the beam set to the lowest setting by default, only increasing the power output when she needed to cut through something, so while the blasts would have been somewhat painful they did no real damage to Serena.

Prompted into action by Penny's attack, Lita lunged towards her with a punch, but Penny was ready for her. After having been captured several times by M.A.D. agents while assisting Uncle Gadget on his missions, Penny had grown to value the benefits of learning martial arts. When Lita was close enough, Penny gripped her outstretched arm, using the momentum of the attack to twist and throw Lita over her shoulder where she collided painfully against the wall of the building behind her.

"Did you see that?" Mina exclaimed in surprise, "Penny just Judo flipped Sailor Jupiter!"

After noting that Lita, or "Sailor Jupiter, or whoever she was really was too stunned to take any immediate action, Penny refocused on the others, mentally keeping tabs on Lita in case she tried anything else. Aiming her wristwatch at the others before her again, Penny asked them in a serious tone, "I'm going to give you one chance to answer my question. After that, you can request a lawyer when my uncle questions you downtown. What is M.A.D. doing here in Tokyo? What scheme is Dr. Claw concocting with his new partner Queen Beryl?"

All the girls, save for little Rini, seemed shocked at this last question as Serena counters in confusion, "Queen Beryl? But that's impossible! We vanquished her years ago!"

Before Penny could ask what Serena meant by that, or to decide to write the whole thing off and contact her uncle to take these girls in, Penny heard cackling laughter that she was certain that she'd heard once years before: back when a string of petty robberies had lead her uncle into a deathtrap set by Dr. Claw.

"Well, this has been highly entertaining," a voice like nails on a chalkboard called out into the night, "but I think I'll take it from here." Then Penny and the other girls all dived out of the way as a hailstorm of needle-like objects filled the air. All except for Serena, that is, as she refused to stop shielding Rini and wound up taking the full force of the assault. As Serena's screams of pain filled the air, Mina and the other older girls cried out "Sailor Moon!" as little Rini cried out "Mom!"

_"Mom"?_ Penny thought in shock, more confused than ever. She might have bought the sibling relationship that their previous performance had first given Penny the impression of, or even the relationship of cousins that Serena and Rini had claimed that it actually was, but there was no way that Serena was old enough to have a daughter as old as Rini. Yet there was no denying the way that Serena was now currently protecting Rini. No M.A.D. agent would risk their neck nor endure such a punishment for anyone else, they were much too cowardly for that. Before Penny could locate where the attack was to launch a counter assault, the barrage suddenly ceased and Penny could see the projectiles being used. At first appearing to be strands of hair, Penny saw that they were in fact those of coarse fur.

As Serena began to collapse forward into unconsciousness, there was a blur of movement as something leaped down from a nearby rooftop, caught Serena before she could hit the ground, then leaped with her up to another rooftop.

"What is that?" Mina exclaimed as she pointed up where the mysterious interloper had taken Serena. Following her gaze, Penny saw a giant humanoid rat with Serena slumped its shoulder unconscious. As Penny took in the human-like features in its face, she put those together with the voice she heard earlier and exclaimed, "The Rat!? What happened to you? What are you doing here?"

"Ah, it's so nice to have myself and my good works recognized in this foreign country," The Rat said as he bowed in mock admiration, "And you, my dear, must be Gadget's precocious little niece Penny, though you don't look so little anymore. Nope, you seem to be growing up to be just as incompetent as your bumbling oaf of an uncle, although you were quite helpful to me today."

Penny gritted her teeth and fired directly at Dr. Claw's mutated henchman, but he was able to dodge her shots easily with his increased speed. He then patted his hand on Serena's limp form as he said, "Well, I hate to snag and run, but I've got to get this little parcel back to the Boss's new partner. See ya!" The Rat then dashed off across the rooftops and Serena's friends, not paying Penny any mind, pursued their captured friend as fast as they could along the ground.

_What have I done?_ Penny thought as she bore witness to the bitter fruits her efforts had brought. As the pursuit carried them farther and farther away, Penny saw Rini, whose shorter legs were not able to keep up with any of them, trip and fall behind. When Rini looked behind her and locked her eyes with Penny's, something in Rini's teary, pleading gaze shook Penny out of her inaction and strengthened her resolve. Taking a running leap forward, Penny clicked the heels of her shoes together, activating the camouflaged switch that unleashed the rollerblades hidden in the soles of her shoes. She then skidded to a stop in front of Rini and told her, "Climb on!"

Once Rini had clambered up Penny's left side and wrapped her arms tightly around Penny's neck, Penny took off down the street, Brain dashing along right behind them. In short order Penny was blowing past the other girls and heard them call out in surprise:

"Rini?"

"That girl's fast!"

Once she was once again within firing range, Penny tried again to tag the fleeing mutant, but The Rat snarled down at her and picked up his speed. As Penny began to fall behind again, she tightened her grip on Rini and called out, "Rocket boosters!" At the voice command, miniature rockets hidden in her sneakers emerged and fired, tripling her speed. She then carefully pulled out her notebook and activated its computer function.

"Is that a computer?" Rini asked is surprise.

Penny nodded and said, "The Rat's currently too nimble to hit with manual aiming, so I'm programming a firing pattern that'll allow me to hit him and not her."

Rini nodded her understanding, then Penny put away her notebook and activated the firing algorithm that was sent to her wristwatch. As calculated, the speed and density of the shot formation left The Rat no room to juke around as he continued on his forward dash, and in short order a blast tagged him on his leg. However, a consequence Penny hadn't anticipated then revealed itself as both The Rat and Serena sailed off the edge of the roof they were on. The Rat managed to snag a stovepipe with his tail and grip the side of the building with the claws on his feet. Serena, on the other hand, was still unconscious as she arced towards a painful and possibly fatal fall.

"Noooo!" Penny and Rini cried out together as Penny's notebook flew out of her shoulder bag, opening itself in front of them and enveloping them both in a brilliant white light.

* * *

Once Penny could see again, she found herself once more on the surface of the moon looking at the elegant woman she'd seen in that vision she had before leaving Metro City, only this time little Rini was here with her.

"Hello my dear, it is nice to see you again, and I see that you've brought company along with you this time," the woman said pleasantly, then she focused on Rini and said, "Nice to finally meet you in person, granddaughter."

"Grandma Serenity?" Rini responded wide eyed.

"Yes, dear Rini, I am your grandmother," Serenity confirmed, "Even though I was robbed of the opportunity to get to know you while I was alive I am still pleased to see how much you have grown, and I see that you've already met your Aunt Penny."

" 'Aunt'?" Rini asked as she looked back and forth between Penny and Serenity, "You mean that she and Mom are…?"

"Not by birth, no," Serenity said with a small laugh, "But back in the days of the Moon Kingdom I had found Penny, an orphan, living on the streets during a trip to Earth. I immediately took a shine to her and raised her in the palace as my own alongside your mother. So while they weren't related by blood, Penny and Serena are sisters in every way that matters."

_And I attacked her,_ Penny thought in shame, the full impact of her failure becoming a weight she could no longer bear. Sensing Penny's distress, Serenity turned back towards Penny and asked, "What's wrong my dear?"

"I….I've failed you ma'am," Penny admitted, unable to look her in the eyes, "You had entrusted me with this important mission, to protect your daughter from Beryl, and instead I…"

"It's okay, I understand," Serenity said as she strode forward and placed her hand on Penny's shoulder, and Penny was surprised that, for someone who was apparently dead, Serenity's hand felt solid and very warm. This kind gesture caused Penny's eyes to prick with tears again as Serenity continued, "I'm guessing that Serena and her friends were the first friends that you've had in this life?" Penny nodded mutely as Serenity added, "And you had never encountered the mystic arts before now, only going up against foes who used technological means to cause chaos in the world."

When Penny nodded again, Serenity smiled and said, "The first friend you make is an extremely powerful moment for anyone, particularly for someone who's lived for so long without one. It means opening your heart to that someone and leaving yourself vulnerable to them. When that someone is perceived as having betrayed you, even if that betrayal never took place….I don't think that there are words that can adequately describe the pain that causes."

Rini reached up and brushed away a tear that had escaped from Penny's eye as she said, "I failed to notice what was really going on until after The Rat had attacked and captured Serena, and when I tried to get her back he dropped her, and now she….she's…!"

"Don't worry, it's not too late," Serenity assured Penny as she gestured behind them, "Take a look."

When she did as Serenity suggested, Penny and Rini were surprised to see through the ripple in the space behind them the scene frozen as they had left it when the light had blinded them: Penny and Rini crying out in despair with Brain beside them as Serena arced towards her doom, Serena's friends closing the distance between them though not fast enough to be able to do anything to help.

"How?" Penny asked as she turned around to face Serenity again.

"Time passes differently in this place," Serenity explained, "When your heart was as open as it could be, and your desire to protect was at its peak, I brought you here to start you on your path to fulfill your destiny."

"But I don't think any of the gadgets I have with me will help," Penny said helplessly, "How would I be able to save her when I go back?"

"With this," Serenity stated as she held her hands out palms up, and a rod somewhat similar to those that Serena's friends used appeared floating in the air above them, "This will unlock the secrets of your past and help you defend the future for everyone."

"A Planet Rod," Rini breathed.

"That's right, Rini," Serenity confirmed, "The power contained in this rod knows its equal in only one other: the one wielded by Sailor Saturn."

"Hotaru," Rini said sadly.

"Yes," Serenity said regretfully, "When I designed both Saturn's rod, and the prototype for this one, I was unaware that the power would be too great for any one person to control, that if they tried to use its full power they could lose control and destroy an entire planet, and that it would certainly lead to their own death. I learned that the hard way, and that's why Saturn is now known as the 'Sailor of Destruction'. Therefore, when I redesigned your rod, Penny, I made it so that you can bestow the excess power within upon a companion who will fight by your side. As this power will be permanently linked to the one you choose, and they will transform whenever you do, I advise picking someone who is brave, loyal, and pure of heart, for this power can cause great devastation if used for anything than noble intentions."

"I'll do it!" Rini popped up, waving her hand excitedly, "I'll help Aunt Penny!"

Serenity smiled at Rini and said, "I admire your enthusiasm, my granddaughter, but as you already have a power this one would be incompatible with you." Then she locked eyes with Penny as she continued, "But I think your aunt already has a candidate in mind."

Penny nodded then asked, "Does it matter if he's not human?"

Serenity shook her head and said, "I know who you're referring to, and he's certainly a fine choice. More intelligent than any others of his kind I know, and certainly brave and loyal, you have already been an excellent team long before now, and I know you will be again." As she stepped back, leaving the rod floating where it was, Serenity said to them both, "I know you will prevail tonight and that we'll meet again. Now take the rod in hand and call forth 'Earth Planet Power'!"

As Penny reached out for the rod in front of her, the light brightened again, washing out the moonscape around her and Rini.

* * *

For Raye and the other scouts, the whole encounter took less than a second: one moment the rat creature had been made to stumble and drop Serena, sending her tumbling to a fall that they were too far away to prevent, then a flash of light came from Penny's notebook (in which Raye was sure she'd seen Queen Serenity's face) and something emerged from it.

"A Planet Wand!?" Raye exclaimed as soon as she recognized the object.

"Penny's a Sailor Scout!?" Lita said equally shocked.

The answer came as Penny snatched the wand from the air and said, "Earth Planet Power!" The incantation causes a whirlwind of leaves to surround Penny and Rini, and when they blast apart a second later Penny is clad in a Sailor Scout uniform colored with lilac accents and is holding a rod that is longer than she is tall that's topped with a lilac colored orb. Penny then points the orb of her staff at her dog and calls out, "Terran Knight, arise and fight!" Instantly the dog is transformed into a 6' 7" man dressed in armor that gleamed even this late at night, and even though the face that showed underneath the helmet was still that of the dog, the intelligence in his eyes was even more apparent now than it was before.

No sooner was the transformation into the knight complete did he make an incredible leap through the air, especially impressive considering how heavy the armor appeared to be, and he caught Sailor Moon mere feet before she would've hit the ground. As soon as the knight landed with Serena cradled in his arms, Penny made her own impressive leap and landed on a rooftop across the street from the one that the rat creature had climbed back on top of, with The Rat looking at her in shock as he exclaimed, "What in the…?"

Penny, glaring daggers at The Rat, declared in a strong voice, "The one your master is allied with seeks to harm the Princess. As Sailor Earth, handmaiden and sworn protector to Princess Serenity, I'll _never_ let that happen!"

"Now hold on!" The Rat cried out, panic making him back away, "Just one moment…!"

But Sailor Earth had begun her attack. Twirling her staff in the air over her head, she was seemingly gathering leaves and flower petals from thin air onto the end of her staff, which then condensed into a glowing energy sphere that she aimed at The Rat as she called out, "Geo-Force Blast!" just as she unleashed the energy blast at The Rat. The blast, which completely enveloped him, dissolved his rat-like exterior, leaving behind the man he apparently was before (which, in Raye's opinion, wasn't much of an improvement) who promptly collapsed unconscious where he stood.

Grunting with disgust, Sailor Earth then tossed something onto The Rat before leaping back down to street level. After a brief exchange of conversation between Sailor Earth and Mini Moon (who had apparently been clinging to Sailor Earth's back the entire time), Penny nodded to Rini and they, together with the knight and Serena, vanished from sight.

"Where did they go?" asked Sailor Venus.

"And what was thing that Sailor Earth threw just now?" Sailor Jupiter added.

Sailor Mercury activated her VR Visor and, after looking in the direction of the rooftop where The Rat was at for a second, announced, "It appears to be a sort of GPS homing marker." Then, after looking around them, she adds, "And it looks as though the receiver for those signals is closing fast!"

"You mean to say that someone is following that device here?" Sailor Jupiter asked tensely.

"Yes," Sailor Mercury replied as she deactivated her visor.

"Then there's probably no reason for us to stick around here," Sailor Mars said succinctly, "Let's go and find where those two took Serena and Rini."

When the others nodded their agreement, the scouts held hands and teleported away. No sooner did they go did Inspector Gadget appear, screaming down the sidewalk on his built-in skates yelling "Wowsers!" just before he crashed into a lightpole. Glaring down at his feet, Gadget complained, "I did not call out for Gadget Skates!" Upon the perceived command, the skate wheels retracted back into his feet, prompting him to say, "That's better. It'll be a while before I can return to Headquarters to find out why they acted up just now, perhaps I can get Penny to look at them in the meantime."

Standing and dusting himself off, Inspector Gadget looked around and wondered, "Now where did those two M.A.D. agents go?" Then his attention is drawn up to the rooftop Sailor Mercury had been scanning moments ago as he asks, "And what is that up there? Go, go, Gadget Helicopter!" Upon this command, a set of helicopter blades and a pair of control handles emerge from the top of Gadget's hat, which he then uses to fly up to the roof where an unconscious Rat is lying. "Ah-hah!" Gadget declares, "I remember you! You're that thief who likes to break glass and leave calling cards!" A cuff then emerges from Gadget's wrist and clamps around the Rat's as he announces, "You are under arrest!"

* * *

As he watched from his monitor Inspector Gadget read the unconscious Rat his rights, Dr. Claw pounded his desk in frustration as he vented, "Blast it all, Beryl, your plan failed! Not only was my men unable to keep Gadget away from the site as specified, but Rat wasn't strong enough to retrieve your Princess and bring her here!"

"Now, now, losing your temper isn't going to solve anything," Queen Beryl gently chided even as her own temper flashed in her eyes, threatening to ignite if she didn't continue to suppress it, "First of all, the ability of your men to keep the good inspector busy had nothing to do with how sound the plan was, but they still managed to keep him occupied for a good long time without getting caught, and your Rat certainly would have managed to get away with his quarry had he not met up with resistance that neither of us had anticipated. That brings me to my second point: I said in the beginning that this plan was merely a test, and as such it has proven rather effective. Not only have we seen what I can do with a mere sneak thief under your employ whit me at a mere 10% capacity, but also we have gained some valuable information."

"Such as?" Dr. Claw asked, his patience nearing the breaking point again.

"Such as that Inspector Gadget is not the nemesis that you had long thought him to be," Beryl reasoned, then she pointed at the footage of Penny defeating The Rat as she continued, "Turns out the secret behind Gadget's success had been this girl all along."

"Gadget's niece?" Dr. Claw asked in disbelief.

"Exactly," Beryl confirmed, then she began to show Claw the footage of his past defeats and pointed out the instances in which Penny and/or Brain had made an appearance she said, "As you can see, each time that you were thwarted, Gadget's niece, her dog, or both were there. I'm guessing that if it weren't for their interference, you would have eliminated Gadget long ago, your plan a success."

As Dr. Claw reviewed his past defeats again, seeing them now in a new light, he gripped the edge of his desk tightly, the wood starting to splinter under his fingers as he growled, "That. Girl."

"Yes, but I think that we also see a pattern here that we can use for our next plan," Beryl continued, "There's ample evidence that indicated Inspector Gadget is gullible and easily manipulated, and that Penny will show up whenever her uncle is in serious trouble. So once we've recovered more of my strength we'll lure Gadget into a trap, use him as bait. When Penny comes to rescue her uncle we'll spring the trap on her as well. Two birds…"

"…one stone!" Dr. Claw finished for her as he dissolves into maniacal laughter.


	3. 3) Secrets Revealed

**Secrets Revealed**

As Rini cuddled up next to Serena (who, in her unconsciousness, had reverted from Sailor Moon en route) in her bed, Rini asked Sailor Earth as she tucked them both in bed, "Do you have to go, Aunt Penny?"

"I need to get back home before my uncle worries about me, little princess, but I'll be back tomorrow," Sailor Earth assured her as she stroked her hair, then she playfully tweaked Rini's nose as she said, "_If_ you go straight to sleep!"

"Promise?" Rini asked brightly.

"I promise," Sailor Earth confirmed.

"Okay then," Rini smiled and settled her head into the pillow and closed her eyes.

"And try to not give your mom a hard time. For me, okay?" Sailor Earth asked her.

"I'll try," Rini breathed sleepily with a smile, "but she makes it so much fun."

Sailor Earth chuckled softly then kissed Rini gently on the top of her head as she said, "Good night, little Rini."

"Good night, Aunt Penny," Rini sighed, then she began to softly snore.

Sailor Earth smiled sweetly at Rini, then after shifting her gaze briefly at Serena she locked her gaze at Terran Knight and nodded, then they moved silently towards the open window. When Terrain Knight placed his boot upon the window sill, however, the metallic clink woke Serena up and she sat bolt upright staring at them in confusion.

"Who are you?" Serena asked warily, "How did I get here? Where are the others?"

Sailor Earth wasn't sure why Serena didn't recognize her as Penny, but she figured that it must have been too dark in here, and the light from the streetlamps outside was shining behind her and didn't help Serena see her face. Sailor Earth smiled at her and simply said, "I'm a friend, and your other friends are all fine. I imagine that they'll all be here soon." As Serena sat there blinking at her, Sailor Earth turned back towards the window and said over her shoulder, "I'm sure that you have many questions, and I'll be happy to explain everything to you tomorrow. For now, you are safe, so rest well, dear friend." Then Sailor Earth and Terrain Knight dashed out of the window before Serena could blink.

Serena climbed out of bed as quickly as she was able without disturbing Rini, noting how sore she was as she did so, then she rushed over to the window, but there was no one in sight. As she watched, the other scouts appeared just outside her yard.

"Serena! You're okay!" Sailor Venus cried out in relief, then she asked, "What about Rini? Is she here too?"

"Yeah, she's here asleep," Serena said in a carrying whisper, "So what happened, guys? Last thing I remember it felt as though I was being pummeled by a hailstorm of needles."

"Uh, Serena?" Sailor Mercury called up to her, "You're never going to believe this…"

* * *

When Penny and Brain got home they changed back into their civilian identities, Penny sighing with relief as she did so. Penny figured that it seemed it had taken a bit less time to travel from Serena's house to her own when they were transformed than it would have if she were riding her bike when it was in rocket-powered moped mode, but still it was a relief to just be herself, to pretend to be normal.

Of course, "pretend" was all that it actually amounted to in the end. Even now, with her as plain old Penny Brown flopping into the armchair and Brain curling up at her feet, Penny could still feel the foreign memories and feelings bouncing around in her head. Ever since she used that rod thing to transform, Penny had been flooded with memories of another life, one that took place long before she had came to live with her Uncle Gadget.

The places and people that she'd seen in these memories seemed so foreign to her, Penny found herself almost thinking that it might've been one of her dreams. And yet, she knew deep down that that the memories were real. Not simply remembrances of dreams she had or something she had seen a video of but since forgotten, these were actual experiences she herself had who knows how many millennia ago.

Just the idea that she had lived another life before this one, and that she would now remember the details of that life, made her Brain hurt. And yet, at the same time, the knowledge of how she had lived back then made sense of the actions she's taken in this life. It went a long way to explain why she would get involved in foiling the plots of criminal geniuses rather than playing with dolls in dollhouses, why she would sneak into secret laboratories rather than go to birthday parties, and why she had never tried too hard before now to make any friends, instead spending most of her life watching over her uncle on his dangerous missions.

It also explained why she felt such a bond to both Serena and Rini. She might have let her feelings of betrayal before fuel her misguided suspicions about them, and she still didn't logically believe that Serena was old enough to have a child Rini's age, but now she felt so protective towards them both, as if they really were her sister and niece respectively. The biggest remaining question mark here was Rini herself, for even in her newly unearthed memories Penny didn't recall Serena (or Princess Serenity, as she was known back then) ever having a daughter, nor did she seem to be expecting prior to the kingdom's fall (as was appropriate, for she was only engaged to Prince Darien back then). Perhaps when she goes to talk to Serena tomorrow she'll be able to explain this little quirk.

_Serena,_ Penny thought morosely, _I hope that she can forgive me for the way I had reacted tonight. Rini seemed quick enough to forgive me, but then again she is just a little kid, not to mention I was her best hope for saving her mom that time, then there's the whole revelation of that aunt-niece relationship, so I guess the turnaround of her reaction to me was natural. Still, just what had happened to The Rat? He was always kind of a creep, but never before was he a monster like that. Still, if Dr. Claw's new ally, Queen Beryl, turns out to be the same Queen Beryl I remember from back then that would make sense. She was always…_

"Penny!" her Uncle Gadget called out as he opened the front door, interrupting her thoughts, "I'm home!"

"Welcome back, Uncle Gadget!" Penny said as she hurried over to him, forcing her usual smile onto her face and hugging him before he could notice how much effort it took to put that smile there, "How was your day?"

"Well, Penny, it was a bit of a mixed bag," Uncle Gadget confessed to her, "I encountered two M.A.D. agents today while on patrol looking for clues. They gave me a good chase around town for a while and I nearly had them in my custody, but then my Gadget Skates went berserk and took me completely off course. On the plus side, though, after they had finally deactivated, I had finally found and arrested that window smashing thief Rat! Not sure why he was here in Tokyo, but I guess he figured he wouldn't be able to continue his crime spree in Metro City while I was on patrol there."

"You did manage to figure out his pattern rather quickly," Penny said with a smile as she thought, _Too bad it was a pattern that was deliberately laid to lure you into a trap, and now I'm getting the same vibe here. The fact that the warning sensors I'd snuck into Uncle Gadget's systems had never went off means that he wasn't in any danger from those M.A.D. agents today, but they still had let him spot and chase them. I get the feeling they were supposed to keep Uncle Gadget busy while The Rat captured Serena, and that's likely only the beginning. I should bring it up when I go back to Serena's tomorrow. _ "I'm glad you finally got him," Penny said with the same smile.

"Yep, a good number of shop owners will now sleep easier with that thief behind bars," her uncle said proudly, "But Dr. Claw and his mysterious ally are still out there, and the mission isn't over until I've uncovered their plot and put a stop to it."

_Exactly,_ Penny thought, then she yawned as she said, "Well, tomorrow's a free day, so if it's okay with you I'll be going over to a friend's for a study sleepover in the morning."

"That sounds like an excellent idea Penny," her uncle agreed, "Just be sure to give me the number and address of where you'll be, and keep your phone on you at all times."

"I will, thank you," Penny said as she kissed her uncle on the cheek, "Good night, Uncle Gadget."

"Good night, Penny," Her uncle said as she headed off to her room.

* * *

_Early the next morning, back at M.A.D Headquarters…_

"How are you feeling today, Queen Beryl?" Dr. Claw asked her, his voice brimming with dark anticipation.

"Excellent," Queen Beryl replied just as enthusiastically, "Your people did excellently in gathering so much of my essence so quickly, and I sense that the had found a little bonus while they were at it."

"Indeed they had," Dr. Claw confirmed as he gestured at a pile of scrap in the corner of the office, "We found this in the ruins of a place the apparently was once a laboratory of some sort. According to the blueprints they had also located in those ruins, this is what remains of a device of untold power. About the size and shape of a small oven, it was apparently able to take whatever inanimate objects that was able to fit inside of it and transform them into powerful and dangerous human sized warriors. By reverse engineering what we have found, we were able to create this…" Dr. Claw then activated his monitor to show a scene inside of a factory, with a M.A.D. agent standing before a ray gun mounted on a swivel turret on an overhead scaffolding. "This ray can do exactly the same thing that the 'monster oven', as we've dubbed it, could do, without the restrictions of size imposed by the original creators."

"I see, that could indeed prove most useful," Queen Beryl said with an impressed tone, then she added while glancing askance at Dr. Claw, "Provided that it works, of course."

Dr. Claw nodded at her, then he said to the M.A.D. agent manning the ray, "Use the ray on that loader down there, number 62."

"You got it, boss," the agent replied, then he aimed and fired at the forklift-style loader on the ground below, the agent driving it diving out of it just before the beam hit. As they watched, the machine transformed into a muscular 14 foot tall monster with lobster-style claws for hands, a nightmarish face, and a black star on its shoulder. The monster opened its fanged mouth in a roar just as it began to rampage around the floor, causing the M.A.D. agents on the ground to run around in a panic, and even the agent who was on the catwalk (and thus relatively safe) began to quake. Queen Beryl, however, simply placed her hand on the monitor screen, and a band of gold appeared around the crown of the monster's head. Instantly the creature ceased its rampage, becoming perfectly calm and still.

"Consider that my particular contribution to this plan." Beryl said to an astounded Dr. Claw, "Now that creature will follow your orders without fail. When we get there to prepare, I can also create a couple dozen more of those bands for the men involved in the trap itself. In addition to ensuring their loyalty to you, the bands will also increase their strength and durability, not to mention removing any fears that may cause them to deviate from your orders: Fear of pain, fear of loss, fear of death….all banished from their minds. The only thing that'll matter to them is carrying out your orders."

"Interesting," Dr. Claw said as he templed his fingers, "And would these bands also work on Inspector Gadget?"

"An interesting idea, but unfortunately they won't," Beryl told him, "While controlling mindless beasts or strengthening the loyalties of those whose allegiance is already sworn to you is within my scope, in order to turn the allegiance of those who are your enemies I would need to be closer to my full power. But I believe that between these bands and your ray we should have enough for this trap to be challenging enough for Gadget and his niece, and if the other Scouts show up as well, then so much the better, as that previous test didn't give us a clear picture of how powerful they themselves have grown."

"Yes, and I am hopeful that this plan will be a complete success," Dr. Claw admitted, "I intend to show Gadget just how worthless he truly is, to humiliate him the way he and his niece have humiliated me all these years, before I eliminate him once and for all!" M.A.D. Cat screeched his agreement.

* * *

Later that morning, near Serena's house…

Amy, Lita, Raye, and Mina had met up earlier to go get Serena for their study session/sleepover they'd planned to have over at the Hikawa Shrine. Luna was walking with them because she had wanted to discuss the previous night's events with Artemis, but he turned out to not have any better idea of how the girl Penny had fit in with their past than the rest of them. Even more troubling than Penny's transforming into a Scout (and empowering her dog as well) was her claim that Queen Beryl was working with someone named Dr. Claw. While they had no idea who this Dr. Claw was, the idea that Beryl could have survived their final battle with her was rather disturbing. Still, the Rat creature seemed like it could have been one of hers, so if they looked past Penny's initial accusations that the Scouts were in collaboration with her, the notion that Beryl could have somehow returned didn't seem that farfetched.

As they rounded the corner to Serena's place, Lita and Raye were joking around with one another. Due to the beating that Serena had taken last night (as well as her natural tendency to sleep in), they figured that they would have to wake Serena up and Raye and Lita were going back and forth on how they'd do it, and even though she'd admonished them for it even Amy had to laugh at Lita's suggestion of the classic bucket of cold water technique. And so, as Serena's house came into view they all wound up surprised to see that Serena was already awake, animatedly engaged in a happy discussion with Rini and Penny.

"Hey Rini, Serena!" Mina happily called out while waving.

At the sound of Mina's voice, Penny's face, which had been as happy and carefree as Serena's, suddenly changed into a look of wary suspicion. She then whirled around and assumed a fighting stance protectively in front of Serena, and Lita and the others automatically assumed similar stances in response.

"Aunt Penny," Rini called up to her as she patted Penny's elbow to get her attention, "Lita and the others are our friends, remember?"

"Oh yeah, that's right!" Penny said as she looked down in surprise, then her body loosened up as she turned back towards the others and bowed low as she said apologetically, "I am really sorry about my overreaction, just now and last night as well. I guess adjusting to unfamiliar instincts comes as a package deal with regaining memories of a past life, but I guess you guys have had longer to get used to it."

Lita and the others looked at each other awkwardly as Mina said, "Uh, no problem." Then Mina asked Rini, "Did you just call her 'Aunt Penny'?"

Rini smiled broadly as she nodded in confirmation and Serena, also smiling, explained, "As it turns out, Penny and I were sisters back in the Moon Kingdom. Queen Serenity had adopted her when I was still young. I can't believe I didn't remember that detail before now! Can you ever forgive me for forgetting you, Penny?"

"There's nothing to forgive, Princess," Penny assured her, "I had forgotten my entire life from back then until I'd transformed for the first time last night, plus I'd accused you of working with both Beryl and Dr. Claw, so if anybody needs forgiving here it's me."

"Aw," Serena said as she drew Penny into a sisterly embrace, with Rini wrapping her short arms as far around them both as she could get them. At this point Raye and the others were beginning to feel rather uneasy. Despite the fact that they too had their memories of their lives back in the Moon Kingdom, none of them remembered anyone like Penny being there at all, much less Princess Serenity having her as a sister. They were beginning to suspect that Penny had hypnotized Serena and Rini, much the same way that Rini herself had hypnotized them all back in the beginning. Before anyone could find a way to broach the topic, however, Darien showed up and called out in greeting, "Hey Serena, Rini, guys….how's it going?" Then, as he noticed Penny in the mini-huddle, his eyebrows bunched together as he said, "You….I know you, don't I?"

Penny nodded as she released herself from Serena and Rini's embrace, bowing formally as she said, "Indeed, Prince Darien. It's been quite a long time, your highness."

"Darien you know this girl? " Mina asked.

"Sort of," Darien said, "I recall her as being a servant in Queen Serenity's palace."

"A servant?" Raye asked, "Serena told us that Penny was Queen Serenity's adopted daughter!"

"Well, truth be told, she never referred to herself as a servant," Darien admitted as he rubbed the back of his neck, "In fact, she never referred to herself at all. I'd just assumed from her demeanor and manner of dress that she was one of the palace servants. Looking back now, I suppose it's not unreasonable to believe that Penny and Serena were sisters, considering how much time they'd spent together." Darien then focused on Serena and said, "She was even there the day we first met, remember?"

"how could I forget?" Serena said, blushing, "My palms were sweaty, my mouth went dry. I wanted to ask you a million different things, but couldn't get a single word to escape my lips. After you and your father went into the conference room and we were left alone in the hall, Penny then teased me mercilessly about how all I did was stare at you, said it looked as though I was trying to catch flies in my open mouth." Serena giggled, then she glanced over at Penny and said abashedly, "I guess I did forget that detail."

"Don't worry about it," Penny told her for what felt like the millionth time, though she had yet to feel any irritation over the repetition, "As I said earlier, you get a pass on this due to my not remembering either before now."

"Um, I don't want to be rude or anything, but I don't remember you from back then even now," Raye stated hesitantly, and the other scouts nod their agreement, "I don't even remember Queen Serenity even mentioning that she had another daughter."

"That would be because I'd asked her not to," Penny told her, "You see, when I'd decided to take on the role of Princess Serenity's handmaiden, back before she had met Prince Darien, I figured that the best way I'd be able to keep her safe was if I'd remained anonymous. If nobody outside the royal family knew who I was, then nobody would ever think to look for me. I'd be able to blend into a crowd, becoming just as invisible as other servants were back then, and be able to keep the princess safe in a way that those of you from the inner court, who are too visible, simply aren't able to. The fact that you girls have no memories of me from back then only serves as a testament of the fact that I at least did that part of my job well…" then Penny cast her eyes down as she said in a lower voice, "…even if I wound up dropping the ball at the most crucial moment."

"Come on, don't say that!" Serena said as she placed her hand comfortingly on Penny's shoulder, "You didn't even have your powers then, there was nothing you could have done!"

"If only I was faster, I could have thrown myself in front of the blast," Penny insisted, "I could have saved your life."

"And how do you think that makes me feel, hearing you talk like that?" Serena countered, an angry edge to her voice, "She was going to kill Darien anyway, do you think that I would want to go on if both you AND he were gone?"

"Serena…" Penny started to say, then she fell into an uncomfortable silence.

"Uh, guys?" Lita asked them in a confused tone, "Exactly what are you two talking about?"

Penny opened her mouth , a couple of times to try and explain, but after failing to find the words wound up shutting it again. Judging by the silence that went on, apparently Serena was having a similar difficulty.

"If you girls would like," a familiar voice said from within the confines of Penny's book-bag, "I could explain it for you."

"Of course, your Majesty," Penny said with a grateful smile as she pulled out her notebook, "I would be most grateful, thank you."

When Penny opened up her notebook, the other girls gasped as Queen Serenity appeared before them.

"Grandma Serenity!" Rini squealed as she ran forward to hug her, though she wound up looking somewhat disappointed as she fell through the projected hologram.

"Rini?" Mina asked her in dumbfounded confusion, "You know who that is?"

"Uh-huh," Rini said with a smile as she dusted off her knees, her disappointment replaced with a joyful pride, "I talked to Grandma Serenity last night, when she gave Aunt Penny her planet rod so she could take care of that awful Rat!"

"I see," Mina said, then she turned to Queen Serenity and asked, "You said that you'd come here to explain. Does that mean what Penny had said was true?"

"Yes girls, it was all true, the good and the bad," Queen Serenity confirmed with a sad smile, then she focused on Penny as she added, "That is, with the exception of you girls being agents of M.A.D., but I'm sure that Penny understands now that she was merely jumping to conclusions on that one."

As Penny nodded, Rayne asked, "But just who or what is M.A.D.?"

Before Penny could explain, Mina answered, "M.A.D. is an international crime syndicate whose ultimate goal is to take over the world." When the other girls stared at her, Mina said defensively, "What? You know that before I joined you guys as Sailor Venus I was fighting crime as Sailor V. Anyway, one of the cases I was working together with Interpol on involved an organization named M.A.D. drilling for geothermal energy to power some sort of doomsday device. I had thought that it might have been a Negaverse plot in disguise, so I took the case. However, before I could make any significant progress on it the case was solved by some sort of super agent code-named Inspector Gadget."

"Yeah, that's my uncle," Penny acknowledged, so caught up in her recent opening up that she'd blurted it out before she could check herself.

As predicted, Mina's eyes bugged out as she said in disbelief, "Your uncle is THE Inspector Gadget!? HE'S the detective uncle you told us about!? He had foiled so many evil plots, survived so many attempts on his life, and put countless criminals behind bars: he's like the greatest detective who ever lived! I'd always wanted to be just like him when I grew up! Then, when Artemis had found me and told be about my heritage and powers, I thought that was my big chance! With the exception of my outfit, which was my scout outfit with a mask added to it, I'd modeled my entire Sailor V persona after him to fight crime, and hopefully take out a few Negaverse scrags along the way.

"If that's the case, then why did that rat creature call your uncle an 'incompetent, bumbling oaf'?" Raye asked.

Penny wished that she hadn't opened up this can of worms, but now that it was out she owed it to them to not outright lie to them. "Promise that you won't tell?" she asked as she shifted uncomfortably from one foot to another. When they all nodded yes, Penny continued, "It's because it's kinda true." At the girls' gasps of surprise, of which Mina's was the loudest, Penny added, "The ones who solved most of Uncle Gadget's cases, as well as helping him survive nearly all the attempts on his life, was me and Brain."

"But you would have been around 12 year old at the time," Mina said as she shook her head in shock.

"Actually, I was 10 when I first started helping Uncle Gadget with his cases," Penny corrected her, "It was only a couple of years after I'd come to live with my uncle, but by then I had already invented my multi-functional wristwatch that lets me communicate with Brain through his collar, as well as my first supercomputer, which I'd disguised as an ordinary textbook. It's only recently that I'd hidden the upgraded computer technology in the disguise of a notebook, so as to be less conspicuous."

"Speaking of the dog, where is he today?" Luna asked as she looked around nervously, "He's not hiding somewhere to jump out and scare my by barking, is he?"

"Brain's not that kind of dog. He only attacks M.A.D. agents, or suspected M.A.D. agents, and by now we both know better about you," Penny said kindly, "Since Dr. Claw seems to be already making his move here, I had Brain follow Uncle Gadget to keep an eye on him. If Dr. Claw attempts to try something again like what he did last night, or if he makes a move against Uncle Gadget next, then Brain will contact me and let me know."

"This is some incredibly advanced technology!" Amy said as she came over to admire Penny's notebook, "It's truly amazing! You must be a super-genius to have come up with this yourself! "

Penny's face turned beet red with embarrassment. "Not really, " Penny tried to counter in a modest tone, "I'm just good with my hands."

"Oh really?" Lita asked with a smile and a tone that told everyone she was only teasing, "So when you chased that rat creature down and gave it a royal smackdown, was that just being 'good with your hands' too? Or when you judo flipped me, for that matter? Not just anyone can do that, you know? By the way, I'll be wanting a rematch!"

As Penny's cheeks got even redder, the Scouts couldn't help having a good natured laugh, and even Queen Serenity barely suppressed a small chuckle of her own. The first to sober up from the brief moment of levity, Raye cleared her throat and said, "Okay you're definitely a good person, Penny, but there's just so much that we don't know about you, like how you and Queen Serenity met or what had happened to you when the Negaverse had destroyed the Moon Kingdom. Then there's how Beryl had managed to return after we destroyed her in the last battle, and why she would choose to team up with this Dr. Claw of yours."

"And hopefully I can help answer some of your questions," Queen Serenity said, "To best understand Penny herself, I think it would be easiest to take you all back to the beginning, to where she first entered my life." Then Queen Serenity disappeared and a vortex of mystical energies emerged from the notebook, pulling Luna, Artemis and the scouts into its pages before the notebook closed and vanished itself.

* * *

When their vision cleared and their heads stopped spinning, Serena and the others found themselves surrounded by people in some sort of marketplace. Judging by the brightness of the sky and the richness of the atmosphere, they guess they were somewhere on Earth. However, the appearance of the marketplace itself as well as the style of clothing the people around them were wearing made it difficult for Serena and her friends to judge where exactly that was.

"Where are we?" Serena breathed in wonder.

"_When_ are we?" Amy added, her eyes also wide.

"Those are both very good questions," Serena and the others heard Queen Serenity say. Turning to follow the voice, they saw her standing not far from them, looking solid and real and very much alive. With a small smile, the Queen added, "We are currently on Earth, and it is about 10 years prior to the fall of the Moon Kingdom."

"Mom?" Serena asked uncertainly as she reached out shakily towards Queen Serenity. Upon discovering that she could touch her, Serena threw her arms around her and buried her face in the Queen's bodice as her eyes overflowed with tears. As Rini joined them by wrapping her arms around both their legs, and Penny by bringing them all into one big group hug, Serena said in a shaky voice, "Mom, I can't believe you're really here! I missed you so much!"

"I missed you too, my dear," Queen Serenity said to Serena, then, as she gently stroked Penny's hair, which had her tearing up again, the Queen said to the rest of them, "I've missed all of you girls, but just because I have not been able to appear to you as often as I'd liked, that does not mean I had ever stopped watching over all of you."

"Even me?" Penny asked as she looked up at the queen, a single tear escaping from the corner of her left eye.

"Especially you, dear Penny," the Queen said as she brushed away the tear with her free hand, "Just because you are the last to regain your memories of the past that does not mean I think any less of you. In fact, if I could have spared all of you the memories of what we had lost, let you live your new lives in blissful ignorance, I would have gladly done so. However, the first time Queen Beryl tried to rise again had threatened the lives you girls had gained in the new world, so I had no choice but to arm you with the knowledge and power you needed to defeat her that time. As you were usually half a world away and often had your hands full keeping your uncle safe, sweet Penny, I felt it would have been wrong to add to your troubles and make you choose between your Uncle and the rest of the world. But now that Beryl is allying herself with your Uncle Gadget's nemesis in order to rise yet again, I felt it necessary to give you the tools you would need to match against the increased threat you would face."

"So Beryl really is back?" Mina asked Queen Serenity, "I had hoped that we'd seen the last of her long ago!"

"Unfortunately that was not the case," Queen Serenity said as she shook her head sadly, "If she had remained solely herself it would have been different, but as you know Queen Beryl had fused with the dark force she was serving in a last, desperate effort to defeat Serena once and for all. That fusing had caused her to become more than the evil witch she had been, and while Serena's attack with the Millennium Silver Crystal had scattered her essence, it had not destroyed her. Now she has allied herself with Dr. Claw to use his organization's technology to reconstitute her essence back into a single entity. Whether she intends to continue her alliance with M.A.D. once she's whole again, in order to have their forces serve as replacements for her own lost troops, or if she will choose to betray them in the end in order to rule alone is uncertain. At any rate, this alliance must be stopped before she achieves her goals. Beryl will be dangerous enough with her full power supplanted with M.A.D.'s technology, but if she gathers and uses the essence of any of the other threats you girls had vanquished in the past then her power might well become unstoppable."

For a moment no one spoke, too stunned by the enormity of what they may well be soon facing. Then Queen Serenity broke the silence as she said, "But I did not bring you here to talk about that. I wanted to show you girls how Penny had entered my life, the role she played and the mistakes I made in the past, so as you girls might be able to fight for the future with confidence in your choices and with each other." She then gestured out towards the marketplace, where the girls saw a younger Queen Serenity, as she said, "This was the day where I met Penny for the first time, the day that she had stolen the Silver Millennium Crystal from me."

"She did _what!?_" everyone save for Penny, Rini and Queen Serenity exclaimed.

"Don't judge her too harshly girls," Queen Serenity asked them imploringly, "Before we met, Penny had a rather hard life, and one does what one needs to survive. "

Penny, whose visual signs of embarrassment has yet to lessen, said while looking at down at her feet, "Of course having said that I was rather good at what I did." As the others watch the moment of the pick-pocketing in action, Penny explained, "Most people didn't even notice me when I was there nor did they notice their item go missing until I had been long gone, and the few who did never even had a chance of catching me. Yet, surprisingly, not only did the queen apparently spot me straight from the start, but she had caught me with astonishing ease."

They saw the younger Penny, who this Penny saw was about the same age as she herself was when she first came to live with her Uncle Gadget, duck down an alley to catch your breath as she admired her ill-gotten crystal. No sooner did she take a couple deep breaths however, did Queen Serenity appear and she gripped Penny's arm before she could dash off again.

"Let me go, let me go, let me go...!" the younger Penny yelled as she tried to pull from the Queen's grasp. However, despite how hard little Penny tried and failed to pull herself free, the others could tell the Queen's grasp was as gentle as the look of sadness that she gave the girl.

"Tell me child, why did you take that which is not yours? " Queen Serenity asked her in a melancholy voice. For a moment Little Penny remained silent, giving the Queen a look that was intended to be fierce, but the girls were able to see the fear that was in her eyes. Young Queen Serenity apparently saw the same thing, for she said with the reassuring smile, "You don't have to be afraid, I promise I'm not going to hurt you. I just want to know..."

"I was hungry, okay!?" Penny said in a burst, before clamping her mouth shut again.

The Queen smiled down at Penny has she said, "I see, but you should know that you are not able to eat that thing."

"Don't treat me like I'm some sort of Idiot," Penny said indignantly, " I know full well I can get money for a sparkly things like this from the right people, money I can use for food."

"I don't mean to, I was just trying to get you to smile. It's just that you're kinda young to be engaging in this kind of activity, and dealing with the kind of people you were talking about can be very dangerous." Queen Serenity explained, then she asked her, "What about your parents? They aren't able…?"

"My parents are dead," Penny interrupted her, her lip briefly quivering despite the steel in her voice and the fierce look of determination in her eyes, "I am capable of taking care of myself."

The Queen said with a sad look in her eye, "I see. Well even if that crystal weren't dangerous when handled inappropriately or by possibly falling into the wrong hands, or if the people you deal with could be trusted to give you a good price for it and not have you be hurt in the process, the money you would get for it would run out sooner than you expect, and you could still get hurt trying to get something else to get through another day. I couldn't have that weighing on my conscience if I just let you go on like this. Instead I have an alternative: why don't you just come with me to my house?"

"I'm not going to some orphanage!" Penny said defiantly has she backwards, her limbs trembling.

"It's not like that," Queen Serenity said smiling, "It's my home, and I'm inviting you there. You can change into some nice clean clothes, have a chance to freshen up, and even enjoy a hot meal for once, instead of whatever fruit or vegetables you can eat quickly before they spoil. "

Despite her stomach perking up at the Queen's offer, young Penny looked at her with suspicion as she asked, "What's the catch?"

"No catch, " the Queen said, "I only wish to help you. I can teach you things that you will learn on the street, that you'll be able to use when you're older and on your own. You'll have a nice, strong roof over your head. You'll even have a nice soft bed to lay in at night, you won't have to steal to live anymore."

Serena and the others could tell that the Penny of the past was at war with herself, her natural distrustfulness of others fighting with her hope that what she was saying was true. When Penny finally spoke, she said in a neutral tone, "For how long?"

"For as long as you like. If you decide that you don't like it there, then I can bring you back tomorrow myself, or anytime afterwards. I will not make you do anything you absolutely don't want to," Queen Serenity said with a smile, then she released Penny's arm and held her hand out palm up sa she continued, "With the exception of the Silver Crystal. That I must insist you return to me. It's dangerous enough as it is in my hands, but it is my responsibility to bear. Please."

Little Penny must have softened in her stance, or else had figured that she would not be able to get away with the crystal in her possession, for after opening her hand to look at it one last time she placed the crystal into the Queen's open hand. Closing her hand around it, Queen Serenity gave Penny a grateful smile as she said, "Thank you, child. And then, about my offer? Will you come and live with me in my home?"

Penny's stomach must have been tired of her indecisiveness, for it growled loud enough for them both to hear, prompting the Queen to laugh as she said, "Is that a yes?"

Penny, getting caught up in the Queen's good mood, smiled slightly as she asked, "I can come back at any time?"

Queen Serenity nodded as she said, "Of course, although I hope you'll give me a fair chance before you decide to return."

Although the distrust was still there in her eyes, the hunger and hope apparently won the battle as Penny nodded yes. Queen Serenity smiled warmly down at her as she gave her a one arm embrace, then she maintained that arm around her shoulders as she escorted her out of the alley.

As they reached the end, a man Serena and the others recognized as being dressed as one of the Moon Kingdom's guards rushed up to Queen Serenity, the concern in his eyes being replaced by relief as he panted, "There you are, your Majesty! I'm glad to find you're alright!" The girls saw little Penny start and stiffen in shock and fear at the revelation of Serenity's identity, but the Queen's embrace kept her from bolting off, and she gave her a reassuring squeeze as the guard looked down at her and commented, "So this is the little urchin who made off with the Millennium Silver Crystal? Don't worry, my Queen, I'll turn her over to the proper authorities myself and make sure she receives a fitting punishment for her crime."

As he reached out towards her, Queen Serenity held out her free hand and commanded, "No! I want you to take the girl back to the palace. Have the servants give her a proper bath and a change of clothes, and tell the cooks to prepare for her whatever she wants."

"Your Majesty?" the guard asked her in abject confusion, "This girl…?"

Queen Serenity nodded as she continued, "I'm sure my daughter has a couple dresses her size, and that she won't mind lending them to her until we can get her some of her own. I will join you once my audience with Earth's royal family is done."

The guard goggled at the Queen in shock as he stammered, "Th-th-the Princess!? Your Majesty, are you certain…?" The guard cut off as Queen Serenity leveled a look at him, which Serena and the others recognized as being similar to one their own parents would use should they do anything like ask them why they need to clean their rooms. The guard then straightened into a respectful bow as he said, "As you command, my Queen."

Little Penny looked fretfully into the Queen's eyes, but as Serenity gave her a reassuring smile and nod, Penny hesitantly placed her hand in the extended hand of the guard, then they both teleported away.

* * *

As the girls found themselves now within the Moon Kingdom palace, their Penny narrated for them, "When I had lost sight of Queen Serenity, who I had yet to know by name, I began to think I had made a huge mistake in agreeing to come here with the guard. I had never teleported anywhere before, let alone off-world, and it occurred to me that now that I was trapped here with no way to return he would lead me to the dungeons or to some hideous torture chamber." Penny then chuckled at the memory as she said, "Of course the bath chambers did end up feeling like some sort of torture room, as the maids scrubbed my skin and washed my tangled hair to the point where I felt I would end up flayed raw and bald. However, when they were done my tingling skin and lighter hair felt much better than I ever remember them feeling, and the robe they put on me felt so soft I felt a deep regret I would have to take it off to put on something else. I felt a regret that something so nice would be put on someone like me, and would have just changed right away back into my old clothes if I could, but one of the maids had already taken them away while I was in the bath and now I found myself being practically frog-marched through the hallways into a bedroom larger than most residences I know."

Penny smiled and shook her head as she said, "I'm sure that they would have treated me gentler, considering that I was the Queen's guest. However, I was so nervous and uncertain that my knees practically locked up, and it didn't help matters that they did not know what I was doing there any better than I did. Anyway, they opened up the wardrobe doors where the dresses were kept, then they walked out of the room and closed the doors behind them, giving me my privacy." The girls watched little Penny as her older self continued, "I was at a complete loss at what to do as I looked at the magnificent dresses hanging in the wardrobe, each more beautiful than the last. When I summoned up the courage to touch one of them, the fabric felt so light and delicate I was even more reluctant to take it out, much less put it on. I was so lost in thought I did not hear anyone enter the room, and so I practically leapt out of my skin when I heard a small voice behind me say 'Hello?'."

The girls saw as young Penny whirled around to face whom they could only assume was the Princess Serenity of the past. Even though Penny and Serenity were apparently the same age, the shorter stature of Serena's past self and the youthful look in her eyes gave her the appearance of being younger than Penny in her past life. In fact, if it weren't for the fact her hair was a different color, the girls (including Serena and Penny themselves) would have sworn that they were actually looking at Rini rather than little Serenity, particularly due to their identical hairstyles. Even Rini looked amazed at her similarity to her own mother.

"Hello," little Serenity tried again once young Penny's breathing slowed to the point where she was no longer hyperventilating, "who are you?"

"Who am I?" Penny asked evasively, "Don't you know it's proper manners to introduce yourself before you ask someone for their name?"

"I'm sorry, please forgive me," little Serenity said with a curtsey, "My name is Princess Serenity, daughter of Queen Serenity, ruler of the Moon Kingdom and head of the Silver Millennium."

"_You're_ Princess Serenity? And you and your mom have the same name?" Penny asked her in disbelief, though one corner of her mouth crept up into something resembling the start of a smile, "Don't the people around you find that a little bit confusing?"

Little Serenity burst out laughing as she choked out, "You ask me to introduce myself, then you make fun of my name when I do? And you say I have no manners?" Penny goggled at her as little Serenity got control of herself. Finally little Serenity wiped away the tears of mirth as she said, "Well, I told you my name, so…?"

Penny, caught off guard, almost didn't notice she had a small smile as she said, "I'm….Penny. Just Penny."

"Nice to meet you, 'Just Penny'," Serenity said, smiling even warmly as she asked, "So what brings you here?"

"Your mom had a guard bring me here, said I could live here for a while if I want. She even offered to let me borrow a couple of your dresses temporarily," Penny told her, shuffling from foot to foot as she looked down at the floor and said, "I hope you don't mind: I think the maids already burned my old clothes."

"Not at all!" little Serenity said enthusiastically as she turned to the wardrobe and held out a dress to her, saying with a bright smile, "Here, you'll look great in this!"

From what the girls saw, it was apparent that little Penny couldn't disagree more. It wasn't that the dress didn't look nice: in fact, it was gorgeous! From the expression on Penny's face, however, she must have been thinking she'd look as ridiculous in it as a dirty pig in a pink tutu. When Serenity saw the look on Penny's face, the Princess said in a dejected tone, "You don't like it?"

"No! It's not that!" Penny assured her, surprised that she would come to that conclusion, "It's just….I think that they're getting ready to serve dinner. I'm afraid that I might get something on it and it'd be ruined."

"Aw, don't worry about that. I'd lost track of the number of times I'd accidentally got something on one of my dresses," Serenity smiled as she waved dismissively, "If the maids can't clean it then we'll replace it. It'll be fine, so here. Take a look."

Serenity turned Penny towards the full-length mirror and positioned the dress in front of her. As young Penny goggled at her reflection, older Penny explained to the others, "When I looked into the mirror, I did not see myself. Instead, I saw a girl I would have tagged as a target, someone whom I would have covertly slipped some gem or other precious artifact out of their belongings, to exchange with some creep for a few coins I would use to get something to eat. For the first time in a long while, I felt true shame in the way that I'd lived my life. While I had simply taken what I could get my hands on, not once thinking of what importance the thing was to the person I stole it from, Queen Serenity had opened her home to me freely even after I stole from her. Now her daughter was practically giving me the clothes off her back, and not just any clothes but a dress I wouldn't have been able to get even if I'd saved every cent of my ill-gotten gains since the day of my parents' deaths. However, even if I had at the time been able to shake the feelings of distrust that had been by shield for so long, I couldn't find the words just then to explain to her all of this, or how much her simple gesture meant to me, so instead I shook my head and said 'Okay, I'll wear it then.' "

The girls weren't able to suppress their grins as the young princess squealed in delight at Penny's acceptance, then she quickly helped Penny remove the robe and held the dress open so she could step into it, beaming as she said, "I think you will like living here!"

* * *

As the scenes began skipping forward even faster, Penny narrated them for her newfound friends, "When evening came and dinner was finally ready, I was determined to take things slow, to avoid getting any food stains on this beautiful dress. However, Queen Serenity had guessed correctly that I had not had a real meal in ages, so it wasn't long after taking my first bite that I was wolfing down everything I could, consuming three courses before the Queen and Princess could even finish one. For a moment, when I was finished, I felt comfortable and happy, my stomach the most content it had been in a long while. And then I noticed what had happened to the dress I was wearing. Of course it didn't look as bad as the clothes I'd arrived in, but because I remembered how it looked before I put it on it appeared much worse to me, and I felt absolutely horrid."

"Oh, I'm so sorry!" the girls heard little Penny said as she looked down at the table in shame, unable to meet her eyes for more than a couple of seconds at a time.

"Don't worry about it," Queen Serenity said smiling, "I'll have the maids clean it good as new."

"But…" young Penny started to argue.

"Really, it's fine," Queen Serenity insisted, then said in a deliberate change of topic, "Did you enjoy your meal?"

Penny, seeming to remember her manners, bowed her head slightly in respect as she said, "Very much so, your Majesty. It's the best I remember having since….since my mom."

"I'm glad to hear that, Penny," the Queen said with a warm smile, "Naturally I'd like to talk to you for a while, get to know you better, but I imagine that you're feeling rather drowsy after such a large meal like that, and I do have a rather large day ahead of us planned, so it's probably best if we retire now and save the talk for another day."

"Of course, your Majesty," Penny agreed, stifling a yawn.

"Then here is where we say goodnight," Queen Serenity said, "My daughter will show you to one of the guest rooms, then starting tomorrow we'll begin fixing it up for you to stay there long term."

"Of course, your Majesty," young Penny said tiredly, "Good night."

As the girls watched Penny and Princess Serenity leave the dining hall, the Penny with them told them, "I supposed that my exhaustion had helped to mask the mortification I still felt over soiling the dress that way, not to mention I was still under the influence of the distrust that had protected me for so long when I was on my own, but I was glad to be excused when I was. After having removed the dress and allowed the maid to take it away for cleaning, I settled myself into the bed, which I found was far softer than I'd ever imagined, and went to sleep promising myself that I'd find a way to ask the queen to take me home in the morning."

"Of course my plans got derailed almost immediately upon waking the next day. After Queen Serenity woke me early for a breakfast that nearly put the previous evening's dinner to shame, she then took me on a whirlwind tour of the Moon Kingdom. Even though the inhabited area of the Moon Kingdom itself pretty much solely consisted of the Palace Grounds, there was still so much there that I doubted we be able get through it in one day. There were the rooms where the representatives of both the inner and outer courts would stay when here. And then there was the ballroom, and as magnificent as the dining room was the dining room was that we had been eating in just moments ago, the ballroom was even more beautiful. Of course we also saw the kitchen which our meals were just prepared in, as well as the washroom where my dress was being cleaned, both of which I found interesting in their own ways. Then there was the stables, where the pegasi would be housed when they weren't being used to pull the carriages. "

"I told your aunt that was your mother's and my favorite area of the palace," Queen Serenity said to Rini, "even if it didn't always smell the best."

"I think I can understand that," Rini said with a look of longing that didn't quite fit on her young face.

"Thinking about Helios?" Mina asked Rini. Rini nodded yes, but then said nothing else. Penny really wondered who, or what, this Helios was, but in the end she decided to save that question for another time.

"So did the stables turn out to be Penny's favorite as well?" Lita asked the Queen as they watched her younger self exit the stables with her two charges.

"Not quite," the Queen said with a smile as she led them out as well, " 'Though she did like them very well, there was one other place she liked even better. "

As they arrived in the next area, the jaws of the girls, save for Penny and the Queen, nearly hit the floor. "What is this place? " Amy breathed, sounding as though she was barely restraining herself from checking out everything in the room herself.

"This is the magi-tech workshop, " the Queen explained to them all, "it was here that many of the devices girls have used to protect your new home on Earth, as well as innovations we've had access to here in the Silver Millennium, were developed."

"Really? Even my supercomputer?" Amy asked with interest.

"As a matter of fact, yes," Queen Serenity confirmed, "In fact, once she had learned her way around the workshop, your supercomputer was one of the first things Penny ever created."

As Amy stared at her and wonder and astonishment, Penny blushed a deep crimson in embarrassment. "It's just a prototype," Penny insisted modestly, "and I was only nine and a half years old when I made it, so it wasn't a very good one. Of course I had ideas on how to increase its performance, ideas I'd subconsciously implemented in my own supercomputer as well as I could with Earth's current level of technology, but with the other projects I was working on getting in the way I'm afraid I was never able to get back to it before Queen Beryl's invasion..."

Penny trailed off when she saw Amy's eyes grow even bigger, and the faces of the other girls change to match. "You made my supercomputer when you're only nine years old?" Amy said with a tone of astonishment, "That goes beyond merely being mechanically proficient, you must be some sort of child prodigy."

"Yeah, no kidding," Lita agreed, "You don't know just how often that 'not that good' device had gotten us out of a major fix we were in."

Seeing that Penny's blush wasn't going to be going away anytime soon, Lita decided to change the subject to one of equal interest, "I don't think I've ever seen this part of the palace before."

"Me either" Raye agreed, "I had figured that the transformation pens and whatnot didn't simply magically spring into existence, but I never imagined they were technologically created."

"Well you're correct, Raye, we did have to manufacture everything except for the Silver Millennium Crystal, and here is where we did it," Queen Serenity confirmed, "At this time, everything in the Silver Millennium, from the transformation wands to the supercomputer, even the harnesses the pegasi wear to allow them the ability to breathe and freely move in the airless vacuum of space, all utilize the same positive energy that the Silver Crystal channels in its raw form. And I know that you're aware that trying to channel the Crystal's full power can be fatal to the one using it, particularly for the uninitiated, but the transformation pens and wands were all designed to operate at levels that are safer for you to handle, all with one exception."

"Sailor Saturn's," Serena said, to which Queen Serenity nodded and continued, "When the Outer System Scouts headed off to counter the threat they felt from the appearance of the Dark Moon, I knew that we would need others should new threats rise up closer to home, others that could match the combined might of our three mightiest defenders. However, it seems that I had went too far on that one."

"You mean I did," Penny corrected, looking remorseful, "I was the one who made Saturn's wand, after all."

The girls looked surprised at that revelation, though they realized by now the fact Penny had so strong an influence in their lives before they met shouldn't be a shock, so they said nothing as Queen Serenity consoled her "You shouldn't blame yourself, my dear. You tried to warn me that it wasn't ready, but as I had come up with the original design, which you had made great strides in improving upon when you took the project over, and Hotaru's situation back home was so desperate I felt it worth the risk. The destruction of Saturn's 25th moon, and Hotaru's first death, lies squarely on my shoulders."

"25th moon?" Amy asked in confusion, "But Saturn only has 24 moons, if you don't count its irregular satellites and the moonlets that compose its ring."

"You're partially right, Amy," Queen Serenity said, "Today Saturn does have 24 regular moons, but back then it had one more which had an Earth-like atmosphere, thanks to advanced terraforming practices, and it didn't have a ring then. However, when Hotaru lost control of the power and the moon was destroyed, the fragments that didn't get pulled down to the planet's surface or go flying off into space wound up settling into a compressed orbit, and in time they became the major part of the rings of Saturn that you can see today."

The horror of the story of the origins of Saturn's rings shone in most everyone's faces, though in Amy's it was tempered by her thirst for knowledge, so Queen Serenity diverted them by saying, "But you'll all see it yourselves soon enough. For now, we should be moving on."

And so the girls continued on the tour of Penny's past life, and Penny would explain to them how one thing or another would have made her feel embarrassed or ashamed, to feel that she didn't belong there, and how she would gear herself up to ask to be sent back home only for something to cause her to put it off until later.

"Before I knew it, three years had passed," Penny continued, "By this time I had stopped trying to find reasons to be sent back home to Earth. You see, I had grown quite fond of both the Queen and the Princess, and I could not imagine my life without them. At the same time, though, I feared that the time would come that I would be asked to leave them anyway. And so I was quite nervous on the day when the Queen asked to speak with me privately in my room."

As they watched, the girls saw young Penny fidgeting nervously as she admitted the past Queen Serenity into her room. As Queen Serenity took a seat in front of Penny in order to look into her eyes, she said, "My dear, you have been with us now for quite some time, and I know how you and Serenity have grown close. But since you're both becoming young ladies now I felt it appropriate to discuss the matter with her, and she agreed that the time has come."

"I see," young Penny said in an even yet thick voice, shifting her gaze to her feet, "You don't have to say anything more, you're Majesty. I'll be ready to return to Earth in the morning."

"What do you mean?" Queen Serenity asked her looking shocked, though young Penny didn't see as she'd turned away to hide the fact that her eyes were filling with tears. "I'd always wondered why you would take a poor child like myself, a child who'd just robbed you of a precious and dangerous artifact, and bring her into your own home," Penny explained without turning around, "Over time I figured it out. Your daughter didn't really have anyone close to her own age for company here, so you needed me to be a playmate for her. Now, however, she's getting too old for such things, and this space is probably needed for other things anyway, so it's time for me to go. You won't have to worry about me stealing anymore, though. With what I've learned up here I'm sure that I'll be able to get some gainful employment back on Earth, and I'll always be grateful for the kindness…"

Young Penny suddenly broke off when she felt the Queen's arms wrapping her from behind in a tight embrace, her eyes widening in shock as she felt the tremble in the Queen's arms, the wetness on her shoulder of tears that were not her own. "Oh my dear," young Penny heard the Queen say in a tremulous voice, "Why would you ever think I'd do such a thing to you?"

Young Penny's mouth gaped open but no sound came out of it as the Queen continued, "I didn't bring you up here as an act of charity or so that my daughter would have someone to play with. I asked you up here because I cared about what happened to you. In the time you've lived here, Serenity and I have come to deeply care about you personally, so I talked to her about formally recognizing you as my second daughter, to officially making you a part of this family. My daughter chewed me out for taking this long to get around to it."

"You….what?" young Penny breathed without turning around, clearly afraid that this was just some sort of cruel joke.

"I asked her to let me tell you this alone, as I knew her eagerness wouldn't let her accept 'no' as an answer, and I didn't want you to feel undue pressure to accept," young Queen Serenity added, then as she released Penny from her embrace she continued, "But if you're set on returning to Earth than I'll understand. I told you from the beginning that I wouldn't keep you here any longer than you wanted to be. I'll break the news to Serenity, so you won't have to worry…"

The Queen then broke off as young Penny whirled around and buried her leaking face into the Queen's midriff, hugging her with a strength the left her gasping. "Of course I'll stay!" young Penny exclaimed, her muffled voice, "It's all I ever wanted, I was just too afraid to ask for it! Do you really mean it? Can I really stay with you guys?"

As Penny raised her hopeful face to look up at her, Queen Serenity smiled, now crying openly as she responded, "Of course, if that's what you truly want." Penny gave her a huge smile as she nodded, then they both hugged each other firmly, content for the moment in simply having the other in their arms. After a couple of minutes, however, there was a knock on the door, and Princess Serenity could be heard on the other side asking, "Mom? Penny?"

"I guess Serenity got tired of waiting," the Queen said with a small chuckle, "Shall we go tell your new sister the good news?"

"Yes," young Penny said as she smiled and wiped her face dry.

While the Queen opened the door to the bedroom, and Princess Serenity squealed and hugged Penny when she heard the news, older Penny explained to the others, "The time Queen Serenity spent making the preparations for the huge ball, during which she would announce to everyone that I would be named the second in line for the crown, I was the happiest I'd ever remembered being. After being alone for so long following my parents' deaths I finally had a family, one that loved me as much as I loved them. My heart was so full that I could think of nothing else for a while. Then, merely one week before that fateful ball, something happened that woke me up as it changed my life yet again."

* * *

Back in the present day, Brain worried about Penny as he dutifully tailed her uncle on his rounds. He knew that Penny generally had to keep up the appearance of an ordinary school girl on most days, but this was a day off for her, and the girls she was with now they had already blown their cover before everything had changed so dramatically. Therefore, the need for secrecy around them should be practically nonexistent, so why hadn't she checked in with him yet?

Before he could activate his communicator to try and reach her, a couple of M.A.D. agents (not even trying to disguise themselves) poked their heads out of an alley ahead of them had called out tauntingly, "Hey Gadget!" Then they both razzed him and ducked back down the alleyway just as Inspector Gadget activated his Gadget-siren, crying out as he took off after them, "Halt in the name of the law!"

As he did his best to keep up with the inspector, Brain found himself at the situation as well as the apparent necessity of it. Gadget had often been able to see through the various disguises Brain wore (at least enough to know it was a disguise, though he often mistook Brain for a M.A.D. agent instead), so why couldn't the Inspector see that the obvious attempts of the M.A.D. agents to get Gadget chasing them was to lure him into some sort of trap? And if Gadget was so often oblivious to such things and so ignorant that he would so easily fall into these traps, then was it a good thing for him to remain in law enforcement? Surely it would be much safer now all around if Inspector Gadget knew that his niece and her dog were helping him on his assignments, particularly since Penny was not a little girl anymore. Nevertheless, Penny still insisted on doing it this way, keeping him safe and helping him out from the shadows. As long as it worked out okay, and it kept her happy, Brain would continue to do dis. Brain just hoped that Penny still knew what she was doing.

When Brain saw there headed to the open door of a warehouse, he felt a start. This was exactly like the first time they had encountered The Rat, when he'd set a trap for Gadget under Dr. Claw's orders that came perilously close to killing them all! Brain worked even harder to try to catch up to Gadget and stop him, but was unable to before the Inspector followed the M.A.D. henchmen inside and the door slammed down right in front of Brain's nose. He tried to lift it up but was unable to make it budge. As he looked around for some sort of trigger, Brain cursed his luck: if he'd been able to transform into the Terran Knight, then he could have used his sword to slice through this door and drag Penny's uncle out of danger. Unfortunately, the power to make them transform lied solely with Penny alone, so he had no choice but to contact her now.

As he activated his communicator, Brain received another shock. He heard nothing but static on the line, and a message on the holographic screen before him said that it was unable to establish contact, which was impossible! Brain knew Penny nearly as well as himself, so he knew the pride she took in keeping her equipment well maintained. So long as the equipment was in working order, there wasn't anywhere on Earth that he wouldn't be able to reach her. So either she WASN'T on Earth, or….but Brain refused to contemplate the alternative, so he reset his connection and tried again.

* * *

As the gate slammed down behind him heavily like a guillotine, Inspector Gadget jumped in surprise as the cavernous warehouse became shrouded in darkness.

"Wowsers!" Inspector Gadget exclaimed as he whirled around to face the gate. After unsuccessfully trying to open the gate manually, Gadget activated his fingertip flashlight and looked around as he said, "For such a sturdy door, its mechanism has been poorly maintained. The owner of this place could learn a thing or two from Penny."

"As could you, Gadget!" a sinister voice echoed through the air.

" I know that voice, " Inspector Gadget said thoughtfully.

"Of course, " Dr. Claw said, "You have been chasing me for quite some time, and we had often come close to catching one another." Many of the lights in the warehouse come on then, revealing the numerous M.A.D. agents surrounding him, each wearing a gold headband. "Of course if I'd but known then what I know now, I'd have bypassed the high tech decoy and eliminated the true source of my problems," Dr. Claw continued.

"I'm not sure what you're talking about," Gadget confessed as he scratched his head, "but if you're Dr. Claw as you're implying, then I'll have to place you and your men under arrest."

"I certainly see your point, Gadget," Dr. Claw said amicably, "but you'll have to take it up with The Klaw."

"Huh?" Gadget said in confusion, "But I thought I was just talking wi..."

Before Inspector Gadget could finish, a giant lobster-like claw swings out from the shadows that remained in the warehouse to savagely smack him across the open space and slam into one of the support beams.

"Wowsers...!" Gadget said wobbly as his head bounced on his extended neck like a Jack-in-the-box before slumping forward unconscious.

Up in the observation room in the warehouse, Queen Beryl smiles as she says to Dr. Claw, "Nice! This creature you've created certainly is powerful! You don't suppose your Gadget is...?"

"No, Queen Beryl," Dr. Claw responds, "from past experience I know it'll take more than that to take the Inspector offline permanently. He may be a bumbling idiot, but he's a durable one. However, I think that her Uncle being in this condition will bring Penny into our trap that much sooner. And once she's out of our way, we'll be one step closer to world domination!"

_to be continued..._


End file.
